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Memorandum
and Articles of Association
OF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tr --1t ( ift ~ ) 1j Frc ~ ~
Company Number 875305
THE COMPANIES ORDINANCE CHAPTER 32 ________ ORDINARY RESOLUTION OF
STANDARD CHARTERED BANK (HONG KONG) LIMITED 渣打銀行(香港)有限公司
________
Passed on 29 June 2005 ________ The Company has passed the following as an Ordinary Resolution by a written resolution of all the shareholders pursuant to Article 3 of the Articles of Association of the Company on 29 June 2005 - UAs an Ordinary ResolutionU
THAT the authorized share capital of the Company be increased from HK$3878000000 to HK$3900566000 divided into 780000000 ldquoArdquo Ordinary shares of HK$005 each 1231320000 ldquoBrdquo Ordinary shares of HK$005 each and 3800000000 non-cumulative Preference Shares of HK$100 each by the creation of additional 451320000 new ldquoBrdquo Ordinary shares of HK$005 each ranking pari passu with the existing ldquoBrdquo Ordinary shares of the Company
(Sd) Wan David Chuck Fan (Sd) Fong Julian Loong Choon ________________________ __________________________ For and on behalf of For and on behalf of Standard Chartered Bank Standard Chartered Sherwood (HK) Limited
No 875305
fj~
COMPANIES ORDINANCE
(CHAPTER 32)~5i~iIJtl~3 2 ~
~ ~ ~ iIJtl
CERTIFICATE OF CHANGE OF NAME
~~ ~r~~ M~~
I hereby certify that
A ~I llt ~~ ~~
ST ANDARD CHARTERED BANK (HONG KONG)LIMITED
having by special resolution changed its name is now incorporated underj ~ ~ ~~ ~IJ ~~ ~R B ~~ ~ ~ ff ~ c~ ~~ ~ ~ E~ ~ flfl- ~
the name off~ l~ m
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 23 February 2004
~~ fj1 -00 ~ ~ -~ tt = a ~ ~~
(Sd ) MISS R CHEUNG
for Registrar of Companies
Hong Kong~~~m~1Hft~~~
(~ ~~1Hft~ff 5~~u f-tfT )
No 875305~~
COMPANIES ORDINANCE
(CHAPTER 32)~ 5~ ~ fTJU ~ 32 ~
~ ~ 1~ fTJU
CERTIFICATE OF CHANGE OF NAME
~~ ~r~g M~~I
I hereby certify that
A ~I 1it ~~ ~~
(HONG KONG) LIMITED
f3 ~ampj ~ )
having by special resolution changed its name is now incorporated under
~yen ~ ~ ~J 5311 ~1 ~m B ~~ ~ ~ ~~ ~ r~ ~~ 1 m e~ ~ fH ~
the name of~ i~ ~
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 4 February 2004
~H n1 -00 gg F -~ gg a ~ ~~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~m~1Hft~~amp
(~m~1Hft11f 5~]M6 1~fT)
STANDARD CHARTERED
No 875305
~i m
COMPANIES ORDINANCE
CHAPTER 32)sect ~ ~ f9tl ~ 32
Ij ~ f~ f9tl
CERTIFICATE OF INCORPORATION
~~~tflH~~
I hereby certify that A ~I 1It ~~ a~
is this day incorporated in Hong Kong under the Companies Ordinancefj1 a(pound ~ ~~ f~ 111 ~ ~ f~ f1j~ it ffJ- fjX ~
and that this company is limited~~R~~o
Issued by the undersigned on 12 December 2003$ ~~ n1 = o o = ~ +=~ + = 8 ~ ~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~ m~tflPr1111~
(~mitflfttff 5~)MD f-~T)
ST ANDARD CHARTERED (HONG KONG) LIMITED
1
Registered No 875305
The Companies Ordinance (Chapter 32)
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATIONof
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittr~~ft (ift~) fj F~ ~ ~
~1
The name of the company is Standard Chartered (Hong Kong) Limited
(the Company)1
Registered Office2
The Companys registered office will be situated in the Hong KongSpecial Administration Region of the Peoples Republic of China (Hong
Kong)2
3 Objects
The objects for which the Company is established are
To carry on the business of a banker in any part of the world
To make issu~ re-issue and circulate legal tender notes inHong Kong and to keep deposited in manner hereinafter providedcoin or bullion or legal tender notes or securities or certificates ofindebtedness or other direct obligations of the Government ofHong Kong equal in value to the whole of the legal tender notes
1 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 26 January 2004 The name of the Company
was further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited ii tT ~T ( i- ~ ) fj
f h i] following a written Special Resolution passed by the Shareholders on 13 February 2004
2 This clause was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
Company Number 875305
THE COMPANIES ORDINANCE CHAPTER 32 ________ ORDINARY RESOLUTION OF
STANDARD CHARTERED BANK (HONG KONG) LIMITED 渣打銀行(香港)有限公司
________
Passed on 29 June 2005 ________ The Company has passed the following as an Ordinary Resolution by a written resolution of all the shareholders pursuant to Article 3 of the Articles of Association of the Company on 29 June 2005 - UAs an Ordinary ResolutionU
THAT the authorized share capital of the Company be increased from HK$3878000000 to HK$3900566000 divided into 780000000 ldquoArdquo Ordinary shares of HK$005 each 1231320000 ldquoBrdquo Ordinary shares of HK$005 each and 3800000000 non-cumulative Preference Shares of HK$100 each by the creation of additional 451320000 new ldquoBrdquo Ordinary shares of HK$005 each ranking pari passu with the existing ldquoBrdquo Ordinary shares of the Company
(Sd) Wan David Chuck Fan (Sd) Fong Julian Loong Choon ________________________ __________________________ For and on behalf of For and on behalf of Standard Chartered Bank Standard Chartered Sherwood (HK) Limited
No 875305
fj~
COMPANIES ORDINANCE
(CHAPTER 32)~5i~iIJtl~3 2 ~
~ ~ ~ iIJtl
CERTIFICATE OF CHANGE OF NAME
~~ ~r~~ M~~
I hereby certify that
A ~I llt ~~ ~~
ST ANDARD CHARTERED BANK (HONG KONG)LIMITED
having by special resolution changed its name is now incorporated underj ~ ~ ~~ ~IJ ~~ ~R B ~~ ~ ~ ff ~ c~ ~~ ~ ~ E~ ~ flfl- ~
the name off~ l~ m
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 23 February 2004
~~ fj1 -00 ~ ~ -~ tt = a ~ ~~
(Sd ) MISS R CHEUNG
for Registrar of Companies
Hong Kong~~~m~1Hft~~~
(~ ~~1Hft~ff 5~~u f-tfT )
No 875305~~
COMPANIES ORDINANCE
(CHAPTER 32)~ 5~ ~ fTJU ~ 32 ~
~ ~ 1~ fTJU
CERTIFICATE OF CHANGE OF NAME
~~ ~r~g M~~I
I hereby certify that
A ~I 1it ~~ ~~
(HONG KONG) LIMITED
f3 ~ampj ~ )
having by special resolution changed its name is now incorporated under
~yen ~ ~ ~J 5311 ~1 ~m B ~~ ~ ~ ~~ ~ r~ ~~ 1 m e~ ~ fH ~
the name of~ i~ ~
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 4 February 2004
~H n1 -00 gg F -~ gg a ~ ~~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~m~1Hft~~amp
(~m~1Hft11f 5~]M6 1~fT)
STANDARD CHARTERED
No 875305
~i m
COMPANIES ORDINANCE
CHAPTER 32)sect ~ ~ f9tl ~ 32
Ij ~ f~ f9tl
CERTIFICATE OF INCORPORATION
~~~tflH~~
I hereby certify that A ~I 1It ~~ a~
is this day incorporated in Hong Kong under the Companies Ordinancefj1 a(pound ~ ~~ f~ 111 ~ ~ f~ f1j~ it ffJ- fjX ~
and that this company is limited~~R~~o
Issued by the undersigned on 12 December 2003$ ~~ n1 = o o = ~ +=~ + = 8 ~ ~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~ m~tflPr1111~
(~mitflfttff 5~)MD f-~T)
ST ANDARD CHARTERED (HONG KONG) LIMITED
1
Registered No 875305
The Companies Ordinance (Chapter 32)
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATIONof
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittr~~ft (ift~) fj F~ ~ ~
~1
The name of the company is Standard Chartered (Hong Kong) Limited
(the Company)1
Registered Office2
The Companys registered office will be situated in the Hong KongSpecial Administration Region of the Peoples Republic of China (Hong
Kong)2
3 Objects
The objects for which the Company is established are
To carry on the business of a banker in any part of the world
To make issu~ re-issue and circulate legal tender notes inHong Kong and to keep deposited in manner hereinafter providedcoin or bullion or legal tender notes or securities or certificates ofindebtedness or other direct obligations of the Government ofHong Kong equal in value to the whole of the legal tender notes
1 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 26 January 2004 The name of the Company
was further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited ii tT ~T ( i- ~ ) fj
f h i] following a written Special Resolution passed by the Shareholders on 13 February 2004
2 This clause was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
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Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
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Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
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Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
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(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
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faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
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commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
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where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
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Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
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The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
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respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
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in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
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-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
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the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
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varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
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Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
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Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
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the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
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-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
No 875305
fj~
COMPANIES ORDINANCE
(CHAPTER 32)~5i~iIJtl~3 2 ~
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CERTIFICATE OF CHANGE OF NAME
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I hereby certify that
A ~I llt ~~ ~~
ST ANDARD CHARTERED BANK (HONG KONG)LIMITED
having by special resolution changed its name is now incorporated underj ~ ~ ~~ ~IJ ~~ ~R B ~~ ~ ~ ff ~ c~ ~~ ~ ~ E~ ~ flfl- ~
the name off~ l~ m
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 23 February 2004
~~ fj1 -00 ~ ~ -~ tt = a ~ ~~
(Sd ) MISS R CHEUNG
for Registrar of Companies
Hong Kong~~~m~1Hft~~~
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No 875305~~
COMPANIES ORDINANCE
(CHAPTER 32)~ 5~ ~ fTJU ~ 32 ~
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CERTIFICATE OF CHANGE OF NAME
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I hereby certify that
A ~I 1it ~~ ~~
(HONG KONG) LIMITED
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having by special resolution changed its name is now incorporated under
~yen ~ ~ ~J 5311 ~1 ~m B ~~ ~ ~ ~~ ~ r~ ~~ 1 m e~ ~ fH ~
the name of~ i~ ~
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 4 February 2004
~H n1 -00 gg F -~ gg a ~ ~~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~m~1Hft~~amp
(~m~1Hft11f 5~]M6 1~fT)
STANDARD CHARTERED
No 875305
~i m
COMPANIES ORDINANCE
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CERTIFICATE OF INCORPORATION
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I hereby certify that A ~I 1It ~~ a~
is this day incorporated in Hong Kong under the Companies Ordinancefj1 a(pound ~ ~~ f~ 111 ~ ~ f~ f1j~ it ffJ- fjX ~
and that this company is limited~~R~~o
Issued by the undersigned on 12 December 2003$ ~~ n1 = o o = ~ +=~ + = 8 ~ ~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~ m~tflPr1111~
(~mitflfttff 5~)MD f-~T)
ST ANDARD CHARTERED (HONG KONG) LIMITED
1
Registered No 875305
The Companies Ordinance (Chapter 32)
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATIONof
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittr~~ft (ift~) fj F~ ~ ~
~1
The name of the company is Standard Chartered (Hong Kong) Limited
(the Company)1
Registered Office2
The Companys registered office will be situated in the Hong KongSpecial Administration Region of the Peoples Republic of China (Hong
Kong)2
3 Objects
The objects for which the Company is established are
To carry on the business of a banker in any part of the world
To make issu~ re-issue and circulate legal tender notes inHong Kong and to keep deposited in manner hereinafter providedcoin or bullion or legal tender notes or securities or certificates ofindebtedness or other direct obligations of the Government ofHong Kong equal in value to the whole of the legal tender notes
1 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 26 January 2004 The name of the Company
was further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited ii tT ~T ( i- ~ ) fj
f h i] following a written Special Resolution passed by the Shareholders on 13 February 2004
2 This clause was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
No 875305~~
COMPANIES ORDINANCE
(CHAPTER 32)~ 5~ ~ fTJU ~ 32 ~
~ ~ 1~ fTJU
CERTIFICATE OF CHANGE OF NAME
~~ ~r~g M~~I
I hereby certify that
A ~I 1it ~~ ~~
(HONG KONG) LIMITED
f3 ~ampj ~ )
having by special resolution changed its name is now incorporated under
~yen ~ ~ ~J 5311 ~1 ~m B ~~ ~ ~ ~~ ~ r~ ~~ 1 m e~ ~ fH ~
the name of~ i~ ~
STANDARD CHARTERED BANK (HONG KONG)LIMITED
Issued by the undersigned on 4 February 2004
~H n1 -00 gg F -~ gg a ~ ~~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~m~1Hft~~amp
(~m~1Hft11f 5~]M6 1~fT)
STANDARD CHARTERED
No 875305
~i m
COMPANIES ORDINANCE
CHAPTER 32)sect ~ ~ f9tl ~ 32
Ij ~ f~ f9tl
CERTIFICATE OF INCORPORATION
~~~tflH~~
I hereby certify that A ~I 1It ~~ a~
is this day incorporated in Hong Kong under the Companies Ordinancefj1 a(pound ~ ~~ f~ 111 ~ ~ f~ f1j~ it ffJ- fjX ~
and that this company is limited~~R~~o
Issued by the undersigned on 12 December 2003$ ~~ n1 = o o = ~ +=~ + = 8 ~ ~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~ m~tflPr1111~
(~mitflfttff 5~)MD f-~T)
ST ANDARD CHARTERED (HONG KONG) LIMITED
1
Registered No 875305
The Companies Ordinance (Chapter 32)
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATIONof
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittr~~ft (ift~) fj F~ ~ ~
~1
The name of the company is Standard Chartered (Hong Kong) Limited
(the Company)1
Registered Office2
The Companys registered office will be situated in the Hong KongSpecial Administration Region of the Peoples Republic of China (Hong
Kong)2
3 Objects
The objects for which the Company is established are
To carry on the business of a banker in any part of the world
To make issu~ re-issue and circulate legal tender notes inHong Kong and to keep deposited in manner hereinafter providedcoin or bullion or legal tender notes or securities or certificates ofindebtedness or other direct obligations of the Government ofHong Kong equal in value to the whole of the legal tender notes
1 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 26 January 2004 The name of the Company
was further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited ii tT ~T ( i- ~ ) fj
f h i] following a written Special Resolution passed by the Shareholders on 13 February 2004
2 This clause was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
No 875305
~i m
COMPANIES ORDINANCE
CHAPTER 32)sect ~ ~ f9tl ~ 32
Ij ~ f~ f9tl
CERTIFICATE OF INCORPORATION
~~~tflH~~
I hereby certify that A ~I 1It ~~ a~
is this day incorporated in Hong Kong under the Companies Ordinancefj1 a(pound ~ ~~ f~ 111 ~ ~ f~ f1j~ it ffJ- fjX ~
and that this company is limited~~R~~o
Issued by the undersigned on 12 December 2003$ ~~ n1 = o o = ~ +=~ + = 8 ~ ~
(Sd) MISS R CHEUNG
for Registrar of Companies
Hong Kong~5i~ m~tflPr1111~
(~mitflfttff 5~)MD f-~T)
ST ANDARD CHARTERED (HONG KONG) LIMITED
1
Registered No 875305
The Companies Ordinance (Chapter 32)
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATIONof
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittr~~ft (ift~) fj F~ ~ ~
~1
The name of the company is Standard Chartered (Hong Kong) Limited
(the Company)1
Registered Office2
The Companys registered office will be situated in the Hong KongSpecial Administration Region of the Peoples Republic of China (Hong
Kong)2
3 Objects
The objects for which the Company is established are
To carry on the business of a banker in any part of the world
To make issu~ re-issue and circulate legal tender notes inHong Kong and to keep deposited in manner hereinafter providedcoin or bullion or legal tender notes or securities or certificates ofindebtedness or other direct obligations of the Government ofHong Kong equal in value to the whole of the legal tender notes
1 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 26 January 2004 The name of the Company
was further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited ii tT ~T ( i- ~ ) fj
f h i] following a written Special Resolution passed by the Shareholders on 13 February 2004
2 This clause was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
1
Registered No 875305
The Companies Ordinance (Chapter 32)
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATIONof
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittr~~ft (ift~) fj F~ ~ ~
~1
The name of the company is Standard Chartered (Hong Kong) Limited
(the Company)1
Registered Office2
The Companys registered office will be situated in the Hong KongSpecial Administration Region of the Peoples Republic of China (Hong
Kong)2
3 Objects
The objects for which the Company is established are
To carry on the business of a banker in any part of the world
To make issu~ re-issue and circulate legal tender notes inHong Kong and to keep deposited in manner hereinafter providedcoin or bullion or legal tender notes or securities or certificates ofindebtedness or other direct obligations of the Government ofHong Kong equal in value to the whole of the legal tender notes
1 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 26 January 2004 The name of the Company
was further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited ii tT ~T ( i- ~ ) fj
f h i] following a written Special Resolution passed by the Shareholders on 13 February 2004
2 This clause was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
2
issued by the Company and actually in circulation and to carry outany other business in connection with the issue of legal tendernotes3
To enter into any arrangements with any Government or authoritysupreme municipal local or otherwise that may seem conduciveto the Companys objects or any of them and to obtain from anysuch Government or authority any rights privileges andconcessions which the Company may think it desirable to obtainand to carry out exercise and comply with any sucharrangements rights privileges and concessions
In connection with the matters aforesaid to promote or join inpromoting companies or associations in any part of the world forthe purpose of carrying on any part of the business or exercisingany of the powers of the Company or for the purpose of carryingon or exercising any business or power whfch the Company isauthorised to carry on or exercise or which in the opinion of theCompany may conveniently and advantageously be combinedwith any business which the Company is authorised to carry onand to enter into arrangements for sharing profits joint adventureamalgamation and other like matters
To subscribe support or become a member of any Chamber ofCommerce or other institution or association having among itsobjects the promotion or protection of the interests of personsengaged in banking commerce or industry
To purchase or otherwise acquire for such consideration as maybe thought fit (including the issue of shares securities or otherobligations of the Company credited as fully or partly paid up) thewhole or any part of the business property and liabilities of anyperson or company carrying on any business which the Companyhas power to carry on or any shares securities or otherobligations of any company carrying on any such business
To carry on in any part of the world trustee and executor businessincluding to act as executors and administrators and trustees andto undertake and execute trusts of all kinds whether private orpublic including religious and charitable trusts and to transfer allkinds of trust and agency business either with or if the Companyso desires without remuneration and in particular and withoutlimiting the generality of the above to act wherever the Companymay lawfully so do ~s judicial and custodian trustees trustees forthe holders of debentures and debenture stock administrators of
3 This object was amended by a written Special Resolution passed by the Shareholders on 13 February 2004
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
3
the property of convicts receivers mangers and liquidators and toperform and discharge the duties and functions incident thereto
To carry on all or any of the businesses of financiers underwritersauctioneers insurance and mercantile brokers and general
agents4
(I) To purchase take hold and enjoy as well in Hong Kong as in anyother part of the world such houses offices buildings lands andother property without restriction as to the value or annual valuethereof as shall or may from time to time be actually and bona fidenecessary and proper for the purpose of managing conductingand carrying on the business of the Company but not for any otherpurpose (except as hereinafter specified) and to sell managedevelop grant demise exchange convey and dispose of thesame or any of them respectively
(J) To manage demise and let and receive the rents and profits ofsuch portions of any houses offices buildings lands and otherproperty now owned or from time to time acquired by it as for thetime being it may not actually occupy for the purposes of itsbusiness
(K) Notwithstanding any other provision hereof to accept any landshouses or other real or any personal estate in satisfactionliquidation or payment of any debt absolutely and bona fide dueand owing to the Company and also to take any mortgage or othersecurity on real or personal property as aforesaid as a security forany moneys due owing or payable or to become due owing orpayable to the Company or for the due performance or dischargeof any other liabilities or obligations whether arising or incurredbefore or after the taking of such security and the Company mayhold such lands houses and other property for such reasonabletime (but for such reasonable time only) after the Company shallhave acquired an absolute interest therein as shall be necessaryfor selling and disposing of and converting the same into money
(L) To sell or otherwise convert into money any goods wares ormerchandise which shall or may be taken by it in satisfactionliquidation or payment of any debt and to sell and convey anylands houses and other real property whatsoever or any goodswares or merchandise which it may acquire in manner aforesaid
To give pensions and gratuities to directors officers or servants ofthe Company or to persons who have been directors officers or
4 This object was added by a written Special Resolution passed by the Shareholders on 28 June 2004
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
4
servants of the Company and to the wives families or dependantsof any such persons and to establish maintain support orsubscribe to pension superannuation and other funds for thebenefit or advantage of any such directors officers servants orother such persons and the Company may also make paymentstowards insurance and may make contributions to nationaleducational scientific benevolent religious or charitableinstitutions or objects and may subscribe towards or guarantee theexpense of or otherwise take part in the promotion of anyexhibition and may give or contribute to any testimonial gift orfund whether in Hong Kong or any other part of the world
To enter into arrangements for sharing profits or joint adventureamalgamation with any company carrying on the business ofbanking or any other business which the Company has power tocarry on or which can in the opinion of the Company convenientlyand advantageously be combined with any business which theCompany has power to carry on and to subscribe for or otherwiseacquire for such consideration as may be thought fit any sharesstock or other securities of any such company or of an
amalgamating company
(0) To invest and deal with the money of the Company notimmediately required in such manner as may from time to time bethought fit
To lend and advance money or give credit to any person businessor company to guarantee and give guarantees or indemnities forthe payment of money or the performance of contracts orobligations by any person business or company to secure orundertake in any way the repayment of moneys lent or advancedto or the liabilities incurred by any person business or companyand otherwise to assist any person business or company
To borrow or raise or secure the payment of money in suchmanner as the Company may think fit and to secure the same orthe repayment or performance of any debt liability contractguarantee or other engagement incurred or to be entered into bythe Company in any way and in particular by the issue ofdebentures perpetual or otherwise charged upon all or any of the
Companys property (both present and future) including itsuncalled capital and to purchase redeem or payoff any suchsecurities
(R) To remunerate any person or company for services rendered or tobe rendered in placing or assisting to place or guaranteeing theplacing of any of the shares in the Companys capital or anydebentures or other securities of the Company or in or about theorganisation formation or promotion of the Company or theconduct of its business
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
5
To draw make accept endorse discount execute and issue
(a) promissory notes bills of exchange bills of lading and othernegotiable or transferable instruments
(b) prescribed instruments within the meaning of section 137B ofthe Banking Ordinance (Cap 155 of the Laws of Hong
Kong)
(T) To sell or dispose of the undertaking of the Company or any partthereof for such consideration as the Company may think fit andin particular for shares debentures or securities of any othercompany having objects altogether or in part similar to those of the
Company
To distribute any of the property of the Company among themembers in kind or otherwise but so that no distribution amountingto a reduction of capital shall be made without the sanctionrequired by law
To carry out all or any of the objects of the Company and do all orany of the above things in any part of the world and either asprincipal agent contractor or trustee or otherwise and by orthrough trustees or agents or otherwise and either alone or inconjunction with others
To do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of the
Company
4 Liability of members
The liability of the members is limited
5 Share capital
The share capital of the Company is HK$1000 (divided into 20000ordinary shares of HK$005 each)5 and the Company shall have thepower from time to time to divide the original or any increased capital intoclasses and to attach thereto any preferential deferred qualified orother special rights privileges restrictions or conditions
5 The share capital of the Company was increased to HK$1 000000 divided into 200000000 Ordinary Shares on 13
February 2004 by written Ordinary Resolution of the Shareholders The share capital of the Company was further
increased to HK$308780O00000 divided into 780000000 A Ordinary Shares of HK$005 each 780000000 B
Ordinary Shares of HK$005 each and 38000000000 Preference Shares of HK$100 each on 28 June 2004 by
written Ordinary Resolution of the Shareholders
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
6
We the several persons whose names and addresses are hereto subscribedare desirous of being formed into a company in pursuance of this Memorandumof Association and we respectively agree to take the number of shares in thecapital of the Company set opposite our respective names
Names Addresses and Descriptionsof Subscribers
Number of Shares takenby each Subscriber
PETER WONG
Director
for and on behalf of
STANDARD CHARTERED BANK
1 Aldermanbury Square
London
EC2V 7SB
UK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Total Number of Shares Taken Two
Dated 5 December 2003
WITNESS to the above signatures Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
7
CONTENTS OF THE ARTICLES OF ASSOCIATION
PAGE
-PRELIMINARY 13I
Exclusion of Table A
Definitions 13
Form oJresolution 15
Registered Office
-SHARE CAPITAL 15II
Share Capital 15
]6
6
Numbering ofshares Rights attached to shares
Unissued shares 16
Redeemable shares 16
Preference Shares Class A Ordinary Shares and Class B Ordinary Shares 16
Preference Shares
A Shares
17
21
23B Shares
-MEMBERS AND MEMBERSHIP 26ill
26Members of the Company
Register ofmembers 26
IV -VARIATION OF RIGHTS
Variation ofrights 26
-SHARESv
Payment of commission 27
Trusts not recognised 27
Right to share certificate 27
Replacement of share certificate 28
VI -LIEN
Company so lien on shares notfully paid 28
28Enforcing lien by sale Application ofproceeds ofsale
28
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
8
-CALLS ON SHARES
Cas 29
29Timing of calls Liability ofjoint holders
29
29Interest due on non-payment
Sums due on allotment treated as calls 29
30Power to differentiate Payment of calls in advance
30
-TRANSFER OF SHARES 30
Transfer 30
Form of transfer 30
Execution of transfer 30
Right to decline registration ofpartly paid shares 30
31
31
Register of transfers Other rights to decline registration
3Closure of Register of transfers Registration fee
3
31Renunciation of allotment
IX -TRANSMISSION OF SHARES 32
Transmission on death 32
Election of person entitled by transmission 32
Rights ofperson entitled by transmission 32
x -FORFEITURE OF SHARES 33
Notice if call or instalment not paid 33
Form of notice 33
Forfeiturefor non-compliance with notice 33
33Notice after forfeittlre
Sale offorfeited shares 33
34Arrears to be paid notwithstanding forfeiture
Statutory declaration as toforfeiture 34
Forfeiture for non-payment onflXed date 34
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
9
XI -INCREASE OF CAPITAL 34
Increase of capital 34
35Pre-emption rights Application of these Articles to new shares
35
XII -OTHER ALTERATIONS OF CAPITAL 35
Consolidation subdivision and cancellation 35
Reduction of capital 36
Purchase of own shares 36
-GENERAL MEETINGS
Annual General Meetings Extraordinary General Meetings 37
37
Requisitions
XIV -NOTICE OF GENERAL MEETINGS 38
Length of notice 38
38Omission or non-receipt of notice
Contents of notice 38
xv -PROCEEDINGS AT GENERAL MEETINGS 38
38
39
39
Special business Quorum Procedure if quorum not present
Chairman ofGeneral Meeting 39
Adjournments 39
Method of voting 40
Resultofpoll Casting vote of chairman
When poll to be taken
40
40
40
Continuance of other business after poll demanded 40
-VOTES OF MEMBERS 41
Votes ofmembers 41
Votes of joint holders 41
Voting on behalf of incapable member 41
Objections 41
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
10
Votes on a poll
4Appointment ofpro(ies
42Receipt ofproxies
42Forms ofproxy
43
43
Issuing proxy forms Cancellation of proxy s authority
-CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 44XVII
44Corporations acting by representatives at meetings
-DIRECTORS 44XVIII
44Number of Directors
44Remuneration
44Additional remuneration
44Directors sharehoding quaification
Vacation of Director ~ office 44
45Permitted interests and voting
47General notice disclosing Director s interest
Pensions and gratuities for Directors
47Directors other interests
48Alternate directors
-POWERS OF DIRECTORS 49XIX
49
49
Genera powers ofCompany vested in Board
Deegation to individua Managers
49Delegation to committees
49Committee meetings Reference to ttthe Board
50Powers of attorney
50Borrowing powers
50Cheques eic
xx -DIRECTORS 50
50Persons eligible as Directors
51Power of Board to appoint Directors
5]Power ofmembers to remove and appoint Directors
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
11
-PROCEEDINGS OF DIRECTORS 51XXI
51Board meetings
5]Participation in Board meetings by telephone
52
52
Quorum deg 0 0 0- 00 0--00 0 0000
Powers of Board when number of Directors is beow minimum
52
52
Appointment of chairman of Board meetings
Competence ofmeetings
52Resolutions in writing
53Validity of acts of Board or committee
-SECRETARY 53XXII
53Appointment and removal of Secretary
53Power to act where there is no Secretary
-THE SEAL 53xxm
53The Seal
53Safe custody of Seal
Use of Seal 54
54Use of Seal outside Hong Kong
-MINUTES 54
54Purpose ofminutes
54Minutes constitute primafacie evidence
-DIVIDENDS AND RESERVES 55
55Declaration of dividends by Company
55Restriction on dividends
55Payment ofinterim dividends by the Board
55Power to create and apply reserves
No interest on dividends 55
55Dividends not in cash
56Payment procedure
56Receipt by one joint holder
Unclaimed dividends
-CAPITALISATION OF PROFITS 56XXVI
56Power to capitalise reserves andfimds
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
12
00 0 57Powers after capitalisation resolution passed
XXVII -ACCOUNTS 57
57Records to be kept
58Inspection ofrecordr
58
58
Preparation of accounts Accounts and reports to members and debenture holders
-AUDIT 58XXVllI
58Duties of Auditor
-WINDING UP 58
58Distribution ofassets otherwise than in cash
-INDEMNITY 59
59Indemnity of officers
-NOTICES 60
60Method of service
60Entitlement to notice
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
13
ARTICLES OF ASSOCIATIONOF
STANDARD CHARTERED BANK (HONG KONG) LIMITED
ittT~F(ft (-t-~) f~ ~ 6)6
-PRELIMINARY
Exclusion of Table A
No regulations set out in any schedule to any Ordinance concerningcompanies shall apply as regulations or articles of the Company
1
Definitions
2 In these Articles if not inconsistent with the subject or context the wordsstanding in the first column of the following table shall bear the meaningsset opposite to them respectively in the second column thereof
Words Meaning
The Class A Ordinary Shares of HK$OOScomprised in the capital of the Company
eachA Shares
The Class B Ordinary Shares of HK$OO5comprised in the capital of the Company
8 Shares each
The Banking Ordinance (Cap 155 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted
Banking Ordinance
The Board of Directors from time to time of theCompany or the Directors present at a meeting ofthe Directors at which a quorum is present andincludes any committee of the Board dulyconstituted for the purposes relevant in the contextin which any relevant reference to the Boardappears or the members of such committee presentat a meeting thereof at which a quorum is present
Board
clear days In relation to the period of a notice means thatperiod excluding the day when the notice is served
6 Adopted by written Special Resolution passed by the Shareholders on 28 June 2004
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
14
MeaningWords
or deemed to be served and the day for which it isgiven or on which it is to take effect
The Companies Ordinance (Cap 32 of the Laws ofHong Kong) as from time to time amendedreplaced or re-enacted and every other Ordinancefrom time to time in force concerning companiesinsofar as the same applies to the Company
Companies Ordinance
Standard Chartered Bank (Hong Kong) Limited (it
fT ( t- ~ ) iff f~ ~ i] )7
Company
A Director of the Company who is employed undera service contract with the Company or with anothermember of the Companys group
Executive Director
HK dollars or HK$ The lawful currency of Hong Kong
The Hong Kong Special Administrative Region ofthe Peoples Republic of China
Hong Kong
Written or produced by any substitute for writing(including by way of electronic communicationswhere the person to whom the communication isgiven consents to it being given to him in that form)or partly one and partly another
in writing
Any person to whom the powers of the Board havebeen delegated in accordance with Article 95
Manager
The registered office of the Company for the time
being
Office
The A Shares and B SharesOrdinary Shares
The non-cumulative preference shares of HK$100each comprised in the capital of the Company
Preference Shares
7 The name of the Company was changed to Standard Chartered Bank (Hong Kong) Limited on 4 February 2004
following a written Special Resolution passed by the Shareholders on 28 January 2004 The name of the Companywas further changed on 23 February 2004 to Standard Chartered Bank (Hong Kong) Limited 1 4r - ( t- ~ ) ~~ A ~ following a written Special Resoiution passed by the Shareholders on 13 February 2004
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
15
Words Meaning
Seal The common seal of the Company
Secretary Includes a temporary or deputy or assistant
Secretary or (if there are joint secretaries) anyoneof the joint secretaries and any person appointed bythe Directors to perform any of the duties of theSecretary
these Articles These Articles of Association as originally framed oras from time to time altered by special resolutionand the expression this Article shall be construed
accordingly
Any words or expressions defined in the Companies Ordinance in force at thedate when these Articles are adopted shall bear the same meaning in theseArticles
F arm of resolution
Where for any purpose an ordinary resolution of the Company isrequired a special resolution shall also be effective A resolution inwriting signed by or on behalf of all the members for the time beingentitled to receive notice of and to attend and vote at General Meetingsshall be treated as a resolution duly passed at a General Meeting of theCompany duly convened and held and where relevant as a specialresolution so passed Any such resolution in writing may consist ofseveral documents in like form each signed by or on behalf of one ormore members
3
Reaistered Office
The Office shall be at such place in Hong Kong as shall from time to timebe determined by the Board
4
II -SHARE CAPITAL
Share Capital
5 The share capital of the Company at the date of the adoption of theseArticles is HK$3878000000 divided into 780000000 A Shares780000000 B Shares and 3800000000 Preference Shares
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
16
Numberinq of shares
The shares in the capital of the Company shall be numbered each sharebeing distinguished by its appropriate number
6
Rights attached to shares
Subject to the provisions of the Companies Ordinance and to any specialrights conferred on the holders of any shares or class of shares any ofthe shares of the Company created may be issued with such preferreddeferred or other special rights or restrictions whether in regard todividend return of capital voting or otherwise as the Company may fromtime to time by ordinary resolution determine but so that the specialrights attached to any shares conferring preferred or other special rightsshall not be varied or abrogated except with such sanction as is providedby these Articles
7
Unissued shares
Subject to the provisions of these Articles the unissued shares of theCompany (whether forming part of the original or any increased capital)shall be at the disposal of the Board which may offer allot grant optionsover or otherwise dispose of them to such persons at such times and forsuch consideration and upon such terms and conditions as the Boardmay decide provided that the Board shall not exercise any of its powersto allot shares without the prior approval of the Company in GeneralMeeting where such approval is required by the Companies Ordinance
8
Redeemable shares
Subject to sections 49 to 49S of the Companies Ordinance the Companymay issue shares on the terms that they are or at the option of theCompany or the holder of the shares are liable to be redeemed on suchterms and in such manner as may be provided by these Articles
9
E reference Shares A Shares and B Shares
All Preference Shares shall rank pari passu with each other in allrespects All A Shares shall rank pari passu with each other in ailrespects All B Shares shall rank pari passu with each other in all
respects
10
The Preference Shares shall rank in priority to the A Shares and the BShares with respect to the payment of dividends and any return of capitalby the Company as provided in these Articles The B Shares shall rank inpriority to the A Shares with respect to any return of capital by theCompany as provided in these Articles
11
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
17
Preference Shares
The rights and restrictions attaching to the Preference Shares are asfollows
12
(A) Distributions
Each Preference Share shall entitle the holder thereof toreceive out of the profits of the Company available fordistribution and permitted by law to be distributed in priorityto the payment of any dividend to the holders of OrdinaryShares a non-cumulative preferential dividend at a rate of825 per cent per annum on their nominal amount and anypremium credited as fully paid exclusive of any applicabletax credit and without withholding or deduction for or onaccount of any present or future tax duty or charge ofwhatsoever nature imposed or levied by or on behalf ofHong Kong or any authority having the power to levy tax inHong Kong unless such withholding or deduction isrequired by law In that event the Company shall pay suchadditional amounts as will result (after such withholding ordeduction) in the receipt by the holders of such PreferenceShares of the sums which would have been receivable (inthe absence of such withholding or deduction) from it inrespect of the Preference Shares Such dividend will bepayable in arrear on 20 December in each year (theDividend Payment Date) or if 20 December is not aBusiness Day the dividend will be paid on the nextSucceeding Business Day when as and if declared by theBoard
(i)
If in the opinion of the Board the payment of anydividend on the Preference Shares would breach orcause a breach of the capital adequacy requirementsthen applicable to the Company then none of such
dividend shall be payable
(ii) (a)
Without prejudice to paragraph (ii)(a) above ifon any Dividend Payment Date the Boarddetermines that the dividend which wouldotherwise fall to be payable on such DividendPayment Date (the Relevant Dividend)should not be paid then none of the RelevantDividend shall be payable
(b) (aa)
(bb) If it shall subsequently appear that any suchdividend which has been paid should not inaccordance with the provisions of this sub-paragraph (b) have been so paid thenprovided the Board shall have acted in good
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
18
faith it shall not incur any liability for any losswhich any shareholder may suffer inconsequence of such payment having beenmade
If a dividend on the Preference Shares is not paid for thereasons specified in sub-paragraph (ii) above the holdersof such shares shall have no claim in respect of such non-
payment
In any calendar year whether or not any dividend on thePreference Shares has been paid in full andnotwithstanding any other provision of these Articles theBoard may if it so resolves and subject to the CompaniesOrdinance pay (or set aside a sufficient sum for paymentof) a special dividend not exceeding HK$OO1 per share onany shares in the capital of the Company other than thePreference Shares in respect of which no dividend haspreviously been paid in that calendar year Referenceelsewhere in this Article to any dividend payable shall notbe treated as including a reference to any special dividendpaid on any shares pursuant to this sub-paragraph (iv)
The amount of dividend accruing in respect of a periodother than a full year will be calculated on an ActualActualbasis as that term is defined in the 2000 ISDA Definitions(as published by the International Swaps and Derivatives
Association Inc)
Rights on a Winding-up etc(8)
On a winding-up or other return of capital (other than aredemption reduction or purchase by the Company of anyof its issued shares) the assets of the Company availableto shareholders shall be applied in priority to any paymentto the holders of Ordinary Shares and in priority to or paripassu with the holders of any other class of shares in issue(other than shares which may be issued by the Companyand which may by their terms rank in priority to thePreference Shares in a winding-up or other return ofcapital) in payment to the holders of the Preference Sharesof a sum equal to the aggregate of
(i)
an amount equal to dividends accrued thereon forthe then current dividend period to the date of thecommencement of the winding-up or other return of
capital
(a)
an amount equal to any dividend thereon which hasbeen resolved to be paid on or after the date of
(b)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
19
commencement of the winding-up or other return ofcapital but which is payable in respect of a dividendperiod ending on or before such date and
the amount paid up or credited as paid up in respectof the nominal value of such Preference Sharestogether with an amount equal to the premium (ifany) paid to the Company on issue of such
Preference Shares
Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption reduction or purchase bythe Company of any of its issued shares) shall be applied inpayment to the holders of the Preference Shares (on a paripassu basis) in proportion to the amounts paid up orcredited as paid up on the Preference Shares held by them
(ii)
(C) Redemption
In the event that the Preference Shares no longer qualify asCategory I -Core Capital for the Company in accordance with theThird Schedule to the Banking Ordinance the Company maysubject to the Companies Ordinance these Articles and to theprior consent of the Hong Kong Monetary Authority upon not lessthan 30 nor more than 60 days notice redeem the PreferenceShares in whole or in part on the next succeeding DividendPayment Date There shall be paid on each Preference Share soredeemed the aggregate of
an amount equal to the nominal amount thereof(i)
the premlum (if any) credited as paid up on such share and(ii)
the dividend accrued for the then current dividend period tothe date fixed for redemption
(iii)
(D) Voting
(i) The holders of Preference Shares shall not be entitled toreceive notice of or to attend or vote at any GeneralMeeting of the Company except
where the dividend which is (or but for the provisionsdescribed in sub-paragraph (ii) under the headingDistributions above would be) most recentlypayable on such share shall not have been paid infull or
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
20
where a resolution is to be proposed at the meeting
varying or abrogating any of the rights preferencesprivileges limitations or restrictions attached to anyclass of shares of which such share forms part (andthen only to speak and vote upon any such
resolution)
(b)
Whenever holders of Preference Shares are entitled to voteon a resolution on a show of hands every such holder whois present in person shall have one vote and on a poll everysuch holder who is present in person or by proxy shall haveone vote in respect of each Preference Share held by him
(ii)
(E) Variation of Rights and Further Issues
Save with the written consent of the holders of not less thanthree-quarters in nominal value of the Preference Sharesthen in issue or with the sanction of a special resolutionpassed at a separate General Meeting of the holders ofPreference Shares then in issue the Board shall notauthorise or create or increase the amount of any sharesof any class or any security convertible into shares of anyclass ranking as regards participation in the profits or assetsof the Company (other than on a redemption or purchase bythe Company of any such share) in priority to the
Preference Shares
(i)
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe Preference Shares to create and issue furtherpreference share capital ranking as regards participation inthe profits and assets of the Company after or pari passuwith the Preference Shares Such creation and issue shallbe deemed not to alter vary affect modify or abrogate anyof the rights attaching to the Preference Shares and for theavoidance of doubt such rights shall not be deemed to bevaried by the alteration of any of the provisions other thanprovisions as to pari passu ranking set out in these Articlesin respect of any unissued preference shares Any furtherseries of preference shares ranking as regardsparticipation in profits or assets pari passu with thePreference Shares may without their creation or issuebeing deemed to vary the special rights attaching to thePreference Shares either carry identical rights in all
respects with the Preference Shares or carry rights differingtherefrom in any respect including but without prejudice to
the foregoing in that
(ii)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
21
the rate andor basis of calculating dividends maydiffer and the dividend may be cumulative or non-
cumulative
such shares may rank for dividends as from suchdate as may be provided by the terms of issuethereof and the dates for payment of dividend may
differ
such shares may be denominated in any currency orif permitted by law any basket of currencies
(d) a premium may be payable on return of capital orthere may be no such premium
(e) such shares may be redeemable at the option of theCompany or may be non-redeemable
(f) such shares may carry a right to additional shares byway of capitalisation of profits or reserves similar tothat attaching to the Preference Shares and
(9) such shares may be convertible into Ordinary Sharesor any other class of shares ranking as regardsparticipation in the profits and assets of the Issuerpari passu with or after the Preference Shares ineach case on such terms and conditions as may beprescribed by the terms of issue thereof
A Shares
13 The rights and restrictions attaching to the A Shares are as follows
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the 8 Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) and the holders of the B Shares in accordance with
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
22
Article 14(B)(i) shall be applied in payment to the holders ofthe A Shares (on a pari passu basis) of a sum equal to theamount paid up or credited as paid up thereon in respect ofthe nominal value of such A Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the 8 Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid upthereon in respect of the nominal value thereof on the AShares and 8 Shares held by them respectively
(C) Voting
(i) The A Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of A Shares shallhave one vote for every A Share that heshe holds
(ii) Whenever the A Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such A Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of A Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each AShare held by himher
(0) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the A Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the A Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or anysecurity convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the A Shares other than the issue of B Sharesby the fulfilment of the B Share Capitalisation Obligation inaccordance with Article 14(C) below
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
23
The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe A Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the A Shares Suchcreation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the A Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares nor bythe fulfilment of the B Share Capitalisation Obligation by theCompany in accordance with Article 14(C) below
(ii)
B Shares
The rights and restrictions attaching to the B Shares are as follows14
(A) Distributions
Subject to Article 12(A) the balance of the profits of the Companyavailable for distribution permitted by law to be distributed andresolved to be distributed shall be distributed by way of dividendamong the holders of the A Shares and the B Shares (on a paripassu basis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up thereon
(8) Rights on a Winding-up etc
(i) On a winding-up or other return of capital (other than aredemption or purchase by the Company of any of itsissued shares) the balance (if any) of the assets of theCompany available to shareholders after payment to theholders of the Preference Shares in accordance with Article12(B)(i) shall be applied in priority to the holders of AShares in payment to the holders of the B Shares (on apari passu basis) of a sum equal to the amount paid up orcredited as paid up thereon in respect of the nominal valueof such B Shares
(ii) Subject to Article 12(B)(i) Article 14(B)(i) and Article13(B)(i) the balance (if any) of the assets of the Companyavailable to shareholders on a winding-up or other return ofcapital (other than a redemption or purchase by theCompany of any of its issued shares) after payment to theholders of the Preference Shares in accordance with Article12(B)(ii) shall be applied in payment to the holders of the AShares and the holders of the B Shares (on a pari passubasis) as if the same constituted one class of share inproportion to the amounts paid up or credited as paid up in
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
24
respect of the nominal value thereof on the A Shares and BShares held by them respectively
(C) Capitalisation of Share Premium
At any time on or before 1 July 2005 the Company shall byordinary resolution resolve and the Board accordingly shallbe authorised and directed to create (by capitalising theshare premium account paid up on the Ordinary Sharesthen in issue) and to allot and issue to the existing holdersof B Shares then in issuer in proportion to their respectiveshareholdingsr such number of new B Shares which isrequired to prove the formula below this obligation beingherein referred to as the 8 Share CapitalisationObligation and the date on which such issue of new BShares occurs being herein referred to as the 8 ShareCapitalisation Date
(i)
B=~
C
where
is the total nominal value of the A Shares in issueimmediately following the B Share CapitalisationDate
A
is the total nominal value of the B Ordinary Sharesrequired to be in issue immediately following the BShare Capitalisation Date
B
is the total amount originally paid up nominal valueplus any share premium) on the A Shares in issueimmediately prior to the B Share Capitalisation Dateand
c
is the open market value of the undertaking of theHong Kong branch of Standard Chartered Banktransferred to the Company on 1 July 2004
D
In order to enable the Company to fulfil the B ShareCapitalisation Obligation the Board shall make allappropriations and applications of the share premiumaccount resolved to be capitalised by the Companypursuant to Article 14(C)(i) above and all allotments andissues of fully paid B Shares and generally shall do all actsand things required to give effect thereto with full power ofthe Board to make such provision by the issue of fractionalcertificates for the case of B Shares becoming distributable
(ii)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
25
in fractions and also to authorise any person to enter onbehalf of all members entitled thereto into an agreementwith the Company providing for the allotment to themrespectively credited as full paid up of any further BShares to which they may be entitled upon suchcapitalisation and any agreement made under suchauthority shall be effective and binding on all such holdersof B Shares
(0) Voting
(i) The B Shares shall confer on the holders thereof the right toreceive notice of attend speak and vote at any GeneralMeeting of the Company and each holder of B Shares shallhave one vote for every B Share that heshe holds
(ii) Whenever the B Shareholders are entitled to vote at aGeneral Meeting of the Company upon any resolutionproposed at such a General Meeting on a show of handsevery holder of such B Share who is present in person or(being a corporation) by a representative shall have onevote and on a poll every holder of B Shares who is presentin person or by proxy or (being a corporation) by arepresentative shall have one vote in respect of each BShare held by himher
(E) Variation of Rights and Further Issues
(i) Save with the written consent of the holders of not less thanthree-quarters in nominal value of the B Shares then inissue or with the sanction of a special resolution passed ata separate General Meeting of the holders of the B Sharesthen in issue the Board shall not authorise or create orincrease the amount of any shares of any class or any
security convertible into shares of any class ranking asregards participation in the profits or assets of the Companyin priority to the B Shares other than the Preference Shares
authorised to be issued
(ii) The Company shall be entitled at any time and from time totime and without any consent or sanction of the holders ofthe B Shares to create and issue further share capitalranking as regards participation in the profits and assets ofthe Company after or pari passu with the B Shares Such
creation shall be deemed not to alter vary affect modify orabrogate any of the rights attaching to the B Shares and forthe avoidance of doubt such rights shall not be deemed tobe varied by the alteration of any of the provisions otherthan provisions as to pari passu ranking set out in theseArticles in respect of any unissued ordinary shares
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
26
-MEMBERS AND MEMBERSHIPIII
Members of the Company
The members of the Company shall be those persons who have agreedor shall hereafter agree to become shareholders in the Company andwhose names are or shall hereafter be entered in the Register of
members hereinafter mentioned
15
Register of members
The Company shall keep in one or more books a register of its membersand enter therein the following particulars
16
the names and addresses and the occupations or descriptions ofthe members and the number and shares held by each memberdistinguishing each share by its number and the amount paid on
the shares of each member
the date on which each person was entered in the register as amember and
the date on which any person ceased to be a member
-VARIATION OF RIGHTSIV
Variation of riahts
Whenever the capital of the Company is divided into different classes ofshares the special rights attached to any class may either with theconsent in writing of the holders of three-fourths in nominal value of theissued shares of that class or with the sanction of a special resolution (asdefined by the Companies Ordinance) passed at a separate meeting ofsuch holders (but not otherwise) be varied or abrogated either whilst theCompany is a going concern or during or in contemplation of a windingup To every such separate meeting all the provisions of these Articlesrelating to General Meetings and as to votes and voting thereat shallmutatis mutandis apply except that the necessary quorum shall be twopersons at least holding or representing by proxy at least one-third innominal value of the issued shares of that class (but so that if at anyadjourned meeting of such holders a quorum as above defined is notpresent one person who holds shares of the class or his proxy shall bea quorum) and that the holders of shares of that class shall on a pollhave the same rights as to voting as are specified in Article 76 Thespecial rights conferred upon the holders of any shares or class of sharesissued with preferred or other special rights shall not unless otherwiseexpressly provided by the conditions of issue thereof be deemed to be
17
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
27
varied by the creation or issue of further shares ranking pari passutherewith
-SHARESv
Pa~ment of commission
The Company may exercise the powers of paying commissionsconferred by section 46 of the Companies Ordinance provided that therate per cent or the amount of the commission paid or agreed to be paidshall be disclosed in the manner required by the said section and the rateof the commission shall not exceed the rate of 10 per cent of the price atwhich the shares in respect whereof the same is paid are issued or anamount equal to 10 per cent of such price (as the case may be) Suchcommission may be satisfied by the payment of cash or the allotment offully or partly paid shares or partly in one way and partly in the other TheCompany may also on any issue of shares pay such brokerage as maybe lawful
18
Trusts not recoQnised
Except as required by law no person shall be recognised by theCompany as holding any share upon any trust and the Company shallnot be bound by or recognise any equitable contingent future or partialinterest in any share or any interest in any fractional part of a share or(except only as by law or these Articles otherwise provided) any otherright in respect of any share except an absolute right to the entirety
thereof in the registered holder
19
Biqht to share certificate
Every person whose name is entered as a member in the Register ofmembers shall be entitled without payment to receive within 2 monthsafter allotment or 10 business days after lodgement of transfer (or withinsuch other period as the conditions of issue shall provide) one certificatefor all his shares or upon payment of such sum not exceeding HK$500for every certificate after the first as the Board shall from time to timedetermine to several certificates each for one or more of his sharesEvery certificate shall be issued under the Seal and bear the signature ofanyone Director and shall be counter-signed by the Secretary Everycertificate shall specify the shares to which it relates the nominal amountof each share and the amount paid up thereon In the case of a share orshares held jointly by several persons the Company shall not be boundto issue more than one certificate therefor and delivery of the certificatefor a share to one of several joint holders shall be sufficient delivery to all
20
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
28
Replacement of share certificate
21 If a share certificate is defaced lost or destroyed it may be renewed onpayment of such fee (if any) not exceeding HK$500 and on such terms(if any) as to evidence and indemnity as the Directors think fit
VI -LIEN
Companys lien on shares not full~ gaid
22 The Company shall have a first and paramount lien on every share notbeing a fully paid share for all moneys whether presently payable or notcalled or payable at a fixed time in respect of such share and theCompany shall also have a first and paramount lien on all shares (otherthan fully paid shares) standing registered in the name of a singlemember for all the debts and liabilities of such member or his estate tothe Company whether the same shall have been incurred before or afternotice to the Company of any equitable or other interest of any personother than such member and whether the period for the payment ordischarge of the same shall have actually arrived or not andnotwithstanding that the same are joint debts or liabilities of suchmember or his estate and any other person whether a member of theCompany or not The Companys lien (if any) on a share shall extend toall dividends payable thereon The Board may at any time eithergenerally or in any particular case waive any lien that has arisen ordeclare any share to be wholly or in part exempt from the provisions ofthis Article
Enforcing lien b~ sale
23 The Company may sell in such manner as the Board think fit any shareson which the Company has a lien but no sale shall be made unless asum in respect of which the lien exists is presently payable nor until theexpiration of fourteen clear days after a notice in writing stating anddemanding payment of the sum presently payable and giving notice ofintention to sell in default shall have been given to the registered holderfor the time being of the share or the person entitled by reason 6f hisdeath or bankruptcy to the share To give effect to any such sale theBoard may authorise some person to transfer the shares sold to thepurchaser thereof
Application of proceeds of sale
24 The net proceeds of sale after payment of the costs of such sale shall beapplied in or towards payment or satisfaction of the debt or liability inrespect whereof the lien exists so far as the same is presently payableand any residue shall (subject to a like lien for debts or liabilities notpresently payable as existed upon the shares prior to the sale) be paid to
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
29
the person entitled to the shares at the time of the sale The purchasershall be registered as the holder of the shares and he shall not be boundto see to the application of the purchase money nor shall his title to theshares be affected by any irregularity or invalidity in the proceedings inreference to the sale
VII -CALLS ON SHARES
The Board may from time to time make calls upon the members inrespect of any moneys unpaid on their shares (whether on account of thenominal value of the shares or by way of premium) and each membershall (subject to receiving at least fourteen clear days notice specifyingthe time or times and place of payment) pay to the Company at the timeor times and place so specified the amount called on his shares A callmay be made payable by instalments and may be revoked or postponedas the Board may determine
Timinq of calls
A call shall be deemed to have been made at the time when theresolution of the Board authorising the call was passed
Liability of joint holders
The joint holders of a share shall be jointly and severally liable to pay allcalls in respect thereof
Interest due on non-payment
28 If a sum called in respect of a share is not paid before or on the dayappointed for payment thereof the person from whom the sum is dueshall pay interest on the sum from the day appointed for payment thereofto the time of actual payment at such rate not exceeding 5 per cent perannum as the Board may determine but the Board shall be at liberty towaive payment of such interest wholly or in part
Sums due on allotment treated as calls
29 Any sum which by the terms of issue of a share becomes payable uponallotment or at any fixed date whether on account of the nominal value ofthe share or by way of premium shall for all the purposes of theseArticles be deemed to be a call duly made and payable on the date onwhich by the terms of issue the same becomes payable and in case ofnon-payment all the relevant provisions of these Articles as to payment ofinterest and expenses forfeiture or otherwise shall apply as if such sumhad become payable by virtue of a call duly made and notified
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
30
Power to differentiate
The Board may on the issue of shares differentiate between the holdersin the amounts of calls to be paid and the times of payment
30
Eavment of calls in advance
The Board may if they think fit receive from any member willing toadvance the same all or any part of the moneys uncalled and unpaidupon any shares held by him and upon all or any of the moneys soadvanced may (until the same would but for such advance becomepresently payable) payor allow in advance interest at such rate notexceeding (unless the Company in General Meeting shall otherwisedirect) 5 per cent per annum as may be agreed upon between theBoard and the member paying such sum in advance
31
-TRANSFER OF SHARESVIII
Iransfer
Subject to the provisions of these Articles any member may transfer all or
any of his shares32
form of transfer
Shares in the Company shall be transferred by instrument in the usual or
common form or in any other form approved by the Board 33
~xecution of transfer
The instrument of transfer of a share shall be signed by or on behalf ofthe transferor and the transferee and the transferor shall be deemed toremain the holder of the share until the name of the transferee is enteredin the Register of members in respect thereof
34
Biaht to decline reaistration of partlv paid shares
The Board may subject to section 69 of the Companies Ordinance atany time and without assigning any reason therefor decline to registerany transfer of shares to a person of whom they shall not approve andthey may also decline to register any transfer of shares on which theCompany has a lien If the Board refuses to register a transfer it shallwithin two months after the date on which the transfer was lodged withthe Company send to the transferor and the transferee notice of the
refusal
35
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
31
Reaister of transfers
All instruments of transfer of shares which shall be registered will beretained by the Company and the Board shall cause particulars thereof tobe entered in a book to be kept under the supervision of the Board and tobe called the Register of transfers
36
Qther riqhts to decline reqistration
The Board may also decline to recognise any instrument of transfer
unless37
such fee not exceeding HK$500 as the Board may from time totime require shall have been paid to the Company in respect
thereof
(A)
the instrument of transfer is deposited at the Office or such otherplace as the Board may appoint accompanied by the certificate ofthe shares to which it relates and such other evidence as theBoard may reasonably require to show the right of the transferor to
make the transfer and
(8)
the instrument of transfer is in respect of only one class of share(C)
Closure of ReQister of transfers
The Register of transfers may be closed at such times and for suchperiod as the Board may from time to time determine provided alwaysthat it shall not be closed for more than thirty days in any year or wherethe period for closing the register of members is extended in respect ofthat year under section 99(2)(a) of the Companies Ordinance for morethan that extended period
38
Registration fee
There shall be paid to the Company in respect of the registration of anyprobate letters of administration certificate of marriage or death powerof attorney or other document relating to or affecting the title to anyshares such fee not exceeding HK$500 as the Board may from time totime require or prescribe
39
Renunciation of allotment
Nothing in these Articles shall preclude the Board from recognising therenunciation of the allotment of any share by the allottee in favour ofsome other person
40
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
32
IX -TRANSMISSION OF SHARES
Transmission on death
In case of the death of a member the survivors or survivor where thedeceased was a joint holder and the legal personal representatives ofthe deceased where he was a sole holder shall be the only personsrecognised by the Company as having any title to his shares but nothingherein contained shall release the estate of a deceased holder from anyliability in respect of any share solely or jointly held by him
Election of person entitled b~ transmission
42 Any person becoming entitled to a share in consequence of the death orbankruptcy of a member may upon such evidence as to his title beingproduced as may from time to time be required by the Board and subjectas hereinafter provided elect either to be registered himself as holder ofthe share or to have some person nominated by him registered as the
transferee thereof
If the person so becoming entitled shall elect to be registered himself heshall deliver or send to the Company a notice in writing signed by himstating that he so elects If he shall elect to have another personregistered he shall testify his election by executing to that person atransfer of such share All the limitations restrictions and provisions ofthese Articles relating to the right to transfer and the registration oftransfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or bankruptcy of the member had not occurredand the notice or transfer were a transfer signed by such member
Rights of person entitled bv transmission
A person becoming entitled to a share in consequence of the death orbankruptcy of a member shall be entitled to receive and may give adischarge for all dividends and other moneys payable in respect of theshares but he shall not be entitled to receive notices of or to attend orvote at meetings of the Company or save as aforesaid to any of the rightsor privileges of a member until he shall have become a member inrespect of the share Provided always that the Board may at any timegive notice requiring any such person to elect either to be registeredhimself or to transfer the share and if the notice is not complied withwithin ninety days the Board may thereafter withhold payment of alldividends bonuses or other moneys payable in respect of the share untilthe reQuirements of the notice have been comclied with
44
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
33
-FORFEITURE OF SHARESx
Notice if call or instalment not paid
If a member fails to pay any call or instalment of a call on the dayappointed for payment thereof the Board may at any time thereafterduring such time as any part of such call or instalment remains unpaidserve a notice on him requiring payment of so much of the call orinstalment as is unpaid together with any interest which may haveaccrued and any expenses incurred by the Company by reason of such
non-payment
45
F orm of notice
The notice shall name a further day on or before which and the placewhere the payment required by the notice is to be made and shall statethat in the event of non-payment at or before the time and at the placeappointed the shares on which the call was made will be liable to be
forfeited
46
Eorfeiture for non-compliance with notice
If the requirements of any such notice as aforesaid are not complied withany share in respect of which such notice has been given may at anytime thereafter before payment of all calls and interest and expenses duein respect thereof have been made be forfeited by a resolution of theBoard to that effect and such forfeiture shall include all dividends whichshall have been declared on the forfeited shares and not actually paidbefore the forfeiture The Board may accept the surrender of any sharesliable to be forfeited hereunder and in such cases references in these
Articles to forfeiture shall include surrender
Notice after forfeiture
Where any share has been forfeited an entry to that effect shall be madein the Register of members opposite the forfeited share and notice of the
forfeiture shall forthwith be given to the holder of the share or the personentitled to the share by reason of the death or bankruptcy of the holder(as the case may be) but no forfeiture shall be in any manner invalidatedby any omission or neglect to make such entry or to give such notice as
aforesaid
Sale of forfeited shares-~ ~
A forfeited share may be sold re-allotted or otherwise disposed of eitherto the person who was before forfeiture the holder thereof or entitledthereto or to any other person upon such terms and in such manner asthe Board shall think fit The Board may for the purposes of the disposalauthorise some person to execute an instrument of transfer to thedesignated transferee The Company may receive the consideration (if
49
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
34
any) given for the share on its disposal At any time before a sale ordisposition the forfeiture may be cancelled on such terms as the Board
think fit
Arrears to be caid notwithstandina forfeiture
A member whose shares have been forfeited shall cease to be a memberin respect of the forfeited shares but shall notwithstanding the forfeitureremain liable to pay to the Company all moneys which at the date offorfeiture were payable by him to the Company in respect of the shareswith interest thereon at seven per cent per annum from the date offorfeiture until payment (or at such other rate as the Board may from timeto time determine) but his liability shall cease if and when the Companyshall have received payment in full of all such moneys in respect of theshares
50
StatutorY declaration as to forfeiture
A statutory declaration in writing that the declarant is a Director Manageror Secretary of the Company and that a share has been duty forfeited ona date stated in the declaration shall be conclusive evidence of the factstherein stated as against all persons claiming to be entitled to the shareand such declaration and the receipt of the Company for theconsideration (if any given for the share on the sale re-allotment ordisposal thereof shall constitute a good title to the share and the personto whom the share is sold re-allotted or disposed of shall be registeredas the holder of the share and shall not be bound to see to theapplication of the consideration (if any) nor shall his title to the share beaffected by any irregularity or invalidity in the proceedings in reference tothe forfeiture sale re-allotment or disposal of the share
5
Eorfeiture for non-payment on fixed date
The provisions of these Articles as to forfeiture shall apply in the case ofnon-payment of any sum which by the terms of issue of a sharebecomes payable at a fixed time whether on account of the nominalvalue of the share or by way of premium as if the same had been
payable by virtue of a call duly made and notified
52
-INCREASE OF CAPITALXI
Increase of capital
The Company in General Meeting may from time to time by ordinaryresolution increase its share capital by such sum divided into shares ofsuch amounts as the resolution shall prescribe without any restriction orlimitation on the total amount to which the same may be so increased
53
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
35
Pre-emption riqhts
54 The Company may by the resolution increasing the capital direct that thenew shares or any of them shall be offered in the first instance either atpar or at a premium or (subject to the provisions of the CompaniesOrdinance) at a discount to all the then members or to any class thereoffor the time being in proportion to the number of shares or shares of theclass held by them respectively or make any other provisions as to theissue of the new shares In default of any such direction or so far as thesame shall not extend the new shares shall be at the disposal of theBoard who may offer allot grant options over or otherwise dispose ofthem to such persons and on such terms as they shall think fit
Application of these Articles to new shares
The new shares shall be subject to the same provisions in these Articleswith reference to payment of calls lien transfer transmission forfeitureand otherwise as the existing shares in the Company
55
XII -OTHER ALTERATIONS OF CAPITAL
Consolidation subdivision and cancellation
The Company may by ordinary resolution56
consolidate and divide all or any of its shares whether issued orunissued and whether forming part of its present or increasedcapital into shares of larger amount than its existing shares
sub-divide its shares or any of them whether issued or unissuedand whether forming part of its present or increased capital intoshares of smaller amount than the amount of the shares to besub-divided but so that in the sub-division the proportion betweenthe amount paid and the amount if any unpaid on each reducedshare shall be the same as it was in the case of the share fromwhich the reduced share is derived and
cancel any shares which at the date of the passing of theresolution have not been taken or agreed to be taken by anyperson and diminish the amount of its capital by the amount of theshares so cancelled
Where any difficulty arises in regard to any consolidation or divisionunder paragraph (A) or (B) of this Article the Board may deal with thedifficulty as it thinks fit and in particular may issue fractional certificates orarrange for the sale of the shares representing fractions and thedistribution of the net proceeds of sale in due proportion among thosemembers who would have been entitled to the fractions and for this
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
36
purpose the Board may authorise some person to transfer the sharesrepresenting fractions to the purchaser who shall not be bound to see tothe application of the purchase money nor shall his title to the shares beaffected by any irregularity or invalidity in the proceedings relating to the
sale
Beduction of capital
57 The Company may by special resolution reduce its share capital anycapital redemption reserve fund or any share premium account in anymanner and with and subject to any confirmation or consent required by
law
Purchase of own shares
At any time while the Company is a listed company within themeaning of the Companies Ordinance it may subject to sections49 49A 498(6) 498A 49C 49E 49F 49G 49H 49 49Q 49Rand 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
58 (A)
At any time while the Company is an unlisted company within themeaning of the Companies Ordinance it may subject to sections49 to 495 of the Companies Ordinance purchase its own shares(including any redeemable shares)
(8)
Notwithstanding section 498(1) and (2) but subject to sections 4949A 498(6) 49F 49G 49H 491(4) and (5) 49P 490 49R and498 of the Companies Ordinance (except that such purchasesmay be made either out of or otherwise than out of thedistributable profits of the Company or the proceeds of a freshissue of shares) the Company may purchase its own shares(including any redeemable shares) in order to
settle or compromise a debt or claim(i)
eliminate a fractional share or fractional entitlement or anodd lot of shares (as defined in section 498(5) of the
Companies Ordinance)
(ii)
fulfil an agreement in which the Company has an option orunder which the Company is obliged to purchase sharesunder an employees share scheme which had previouslybeen approved by the Company in General Meeting or
(iii)
comply with an order of the court under(iv)
(a) section 8(4)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
37
section 47G(5) where such order provides for the
matters referred to in section 47G(6) or(b)
(0) section 168A(2)
of the Companies Ordinance
-GENERAL MEETINGSXIII
Annual General MeetinQs
A General Meeting shall be held in every year at such time and place inHong Kong as may be determined by the Board and shall specify themeeting as such in the notices calling it and not more than 15 monthsshall elapse between the date of one Annual General Meeting of theCompany and that of the next Provided that so long as the Companyholds its first General Meeting within 18 months after its incorporation itneed not hold it in the year of its incorporation or in the following yearThe general meetings referred to in this Article shall be called AnnualGeneral Meetings All other general meetings shall be called
Extraordinary
59
Extraordinarv General Meetinqs
The Board may convene an Extraordinary General Meeting wheneverthey think fit If at any time there are not within Hong Kong sufficientDirectors capable of acting to form a quorum any Executive Director orany two members of the Company may convene an ExtraordinaryGeneral Meeting The Board shall convene an Extraordinary GeneralMeeting on requisition as provided by section 113 of the CompaniesOrdinance The requisition must state the objects of the meeting andmust be signed by the requisitionists and deposited at the Office and mayconsist of several documents in the like form each signed by one or more
of the requisitionists
60
ReQuisitions
If the Board do not within twenty-one days from the date of the requisitionbeing so deposited proceed duly to convene the meeting for a day notmore than twenty-eight days after the date on which the notice conveningthe meeting is given the requisitionists or a majority of them maythemselves convene the meeting but any meeting so convened shall notbe held after the expiration of three months from the date of the depositand shall be held only for the objects stated in the requisition
61
Any meeting so convened by the requisitionists shall be convened in thesame manner as nearly as possible as that in which meetings are to beconvened by the Board
62
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
38
XIV -NOTICE OF GENERAL MEETINGS
LenQth of notice
In the case of an Annual General Meeting or an Extraordinary GeneralMeeting convened to pass a Special Resolution at least twenty-one cleardays notice and in any other case at least fourteen clear days noticeshall be given in writing to all such members as are under the provisionsin these Articles entitled to receive notices from the Company and to theAuditors of the Company
63
PROVIDED THAT a Meeting of the Company shall notwithstanding thatit is called by shorter notice than that specified in this Article be deemedto have been duly called if it is so agreed
in the case of a meeting called as the Annual General Meeting byall the members entitled to attend and vote thereat and
in the case of any other meeting by a majority number of themembers having a right to attend and vote at the Meeting being amajority together holding not less than 95 per cent in nominalvalue of the shares giving that right
Qmission or non-receipt of notice
The accidental omission to give notice to or the accidental omission tosend any document relating to any meeting to or the non-receipt ofnotice by any person shall not invalidate the proceedings at any General
Meeting
64
Contents of notice
Every notice of meeting shall specify the place the day and the hour ofmeeting and in case of special business the general nature of suchbusiness The notice convening a meeting to pass a special resolutionshall also specify the intention to propose the resolution as a specialresolution
65
-PROCEEDINGS AT GENERAL MEETINGSxv
Special business
66 All business shall be deemed special that is transacted at anExtraordinary General Meeting and also all business that is transacted atan Annual General Meeting with the exception of declaring dividendsthe consideration of the accounts and balance sheet and the ordinaryreports of the Directors and Auditor and other documents required to be
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
39
annexed to the balance sheet and the election of Directors and Auditorand other officers in the place of those retiring by rotation or otherwiseand the fixing of the remuneration of the Auditor
Quorum
67 No business shall be transacted at any General Meeting unless a
quorum is present when the meeting proceeds to business Save asherein otherwise provided in these Articles two members present Inperson or by proxy shall be a quorum A corporation being a membershall be deemed for the purpose of these Articles to be present in personif represented by proxy or in accordance with the provisions of the
Companies Ordinance
Procedure if QUOrum not cresent
68 If within half an hour from the time appointed for the meeting a quorum isnot present the meeting if convened on the requisition of or bymembers shall be dissolved In any other case it shall stand adjournedto the same day in the next week at the same time and place or to suchother day and such time and place in Hong Kong as the Board maydetermine and if at such adjourned meeting a quorum is not presentwithin fifteen minutes from the time appointed for holding the meetingthe members present shall be a quorum
Chairman of General Meeting
69 The chairman (if any) of the Board and in his absence the deputychairman (if any) shall preside as chairman at every General Meeting ofthe Company If there be no such officers or if at any meeting neither bepresent within fifteen minutes after the time appointed for holding themeeting or be willing to act as chairman the members present shallchoose some Director present to be chairman or if no Director bepresent or if all the Directors present decline to take the chair they shallchoose some member present to be chairman
Adjournments
70 The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meetingfrom time to time and from place to place (in Hong Kong) but nobusiness shall be transacted at any adjourned meeting except businesswhich might lawfully have been transacted at the meeting from which the
adjournment took place When a meeting is adjourned for twenty-onedays or more notice of the adjourned meeting shall be given as in thecase of an original meeting but it shall not be necessary to specify insuch notice the nature of the business to be transacted at the adjournedmeeting Save as aforesaid it shall not be necessary to give any noticeof an adjournment or of the business to be transacted at an adjournedmeeting
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
40
Method of voting
At any General Meeting a resolution put to the vote of the meeting shallbe decided on a show of hands unless a poll is (before or on thedeclaration of the result of the show of hands) demanded by
(A) the chairman or
(8) any member present in person or by proxy
Unless a poll is so demanded a declaration by the chairman that aresolution has on a show of hands been carried or carried unanimouslyor by a particular majority or lost and an entry to that effect in the minutebook shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against suchresolution
Result of Qoii
72 If a poll is duly demanded it shall be taken in such manner as thechairman may direct and the result of the poll shall be deemed to be theresolution of the meeting at which the poll was demanded
Castinq vote of chairman
73 In the case of an equality of votes whether on a show of hands or on apoll the chairman of the meeting at which the show of hands takes placeor at which the poll is demanded shall be entitled to a second or castingvote
When poll to be taken
74 A poll demanded on the election of a chairman or on a question ofadjournment shall be taken forthwith A poll demanded on any otherquestion shall be taken at such time (being not later than thirty days afterthe date of the demand) and place in Hong Kong as the chairman directsIt shall not be necessary (unless the chairman otherwise directs) fornotice to be given of a poll
Continuance of other business after ~oll demanded
The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded A demand for a poll may be withdrawn
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
41
XVI -VOTES OF MEMBERS
Votes of members
Subject to any special rights or restrictions as to voting attached to anyshares by or in accordance with these Articles on a show of hands everymember who (being an individual) is present in person or (being acorporation) is present by a representative or proxy not being himself amember shall have one vote On a poll every member who is present inperson or by proxy shall have one vote for each share of which he is the
holder
76
Votes of joint holders
In the case of joint holders of a share the vote of the senior who tendersa vote whether in person or by proxy shall be accepted to the exclusionof the votes of the other joint holders and for this purpose seniority shallbe determined by the order in which the names stand in the register ofmembers
Votina on behalf of incapable member
A member of unsound mind or in respect of whom an order has beenmade by any court having jurisdiction in lunacy may vote whether on ashow of hands or on a po11 by his committee receiver curator bonis orother person in the nature of a committee receiver or curator bonisappointed by such court and such committee receiver curator bonis orother person may on a poll vote by proxy provided that such evidence asthe Board may require of the authority of the person claiming to vote shallhave been deposited at the office not less than forty-eight hours beforethe time appointed for holding the meeting or adjourned meeting at which
such person claims to vote
78
Objections
No objection shall be raised to the qualification of any voter except at themeeting or adjourned meeting at which the vote objected to is given ortendered and every vote not disallowed at such meeting shall be validfor all purposes Any such objection made in due time shall be referredto the chairman of the meeting I whose decision shall be final andconclusive
79
Votes on a goll
On a poll votes may be given either personally or by proxy
Appointment of proxies
The instrument appointing a proxy shall be in writing under the hand ofthe appointer or of his attorney duly authorised in writing or if the
81
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
42
appointer is a corporation either under the common seal or under thehand of an officer or attorney so authorised
82 A proxy need not be a member of the Company
Receipt of proxies
The instrument appointing a proxy and the power of attorney or otherauthority (if any) under which it is signed or a notarially certified copy ora copy certified in accordance with the Powers of Attorney Ordinance(Cap 31 of the Laws of Hong Kong) of such power or authority shall bedeposited at the Office or at such other place within Hong Kong as isspecified for that purpose in the notice convening the meeting not lessthan forty-eight hours before the time appointed for holding the meetingor adjourned meeting at which the person named in the instrumentproposes to vote or in the case of a poll not less than 24 hours beforethe time appointed for the taking of the poll and in default the instrumentof proxy shall not be treated as valid
83
Forms of proxy
An instrument of proxy may be in the following form or in any other form
which the Board shall approve84
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it tT $~ ~t ( ft- ~ ) -Jjf FPlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual~ [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
20Signed this day of
Where it is desired to afford members an opportunity of voting for oragainst a resolution the instrument appointing a proxy shall be in thefollowing form or a form as near thereto as circumstances admit
85
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
43
STANDARD CHARTERED BANK (HONG KONG) LIMITED
it fr ~t ( iff ~ ) fr Frlt- ~ ~
IWe ofBeing a membermembers of the above named Company hereby appoint
of[ or failing him of asmyour proxy to vote for meus and on myour behalf at the Annual [orExtraordinary as the case may be] General Meeting of the Company to be heldon the day of 20 and at any adjournment thereof
Signed this day of 20
Th f t b d in favour of th I t IS orm IS O e use e reso u Ion
against
Unless otherwise instructed the proxy will vote as he thinks fit
strike out whichever is not desired
An instrument of proxy need not be witnessedand shall unless the contrary isstated therein be valid as well for any adjournment of the meeting as for themeeting to which it relates
IssuinCI proxy forms
The Board may at the expense of the Company send by post orotherwise to the members instruments of proxy (with or without stampedenvelopes for their return) for use at any General Meeting or at anymeeting of any class of members of the Company either in blank ornominating in the alternative anyone or more of the Directors or anyother persons If for the purpose of any meeting invitations to appoint asproxy a person or one of a number of persons specified in the invitationsare issued at the expense of the Company such invitations shall beissued to all (and not to some only) of the members entitled to be sent anotice of the meeting and to vote thereat by proxy
86
Cancellation of proxys authority
A vote given in accordance with the terms of an instrument of proxy shallbe valid notwithstanding the previous death or insanity of the principal orrevocation of the instrument of proxy or of the authority under which theinstrument of proxy was executed or the transfer of the share in respectof which the instrument of proxy is given provided that no intimation inwriting of such death insanity revocation or transfer shall have beenreceived by the Company at the Office before the commencement of themeeting or adjourned meeting at which the proxy is used
87
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
44
XVII -CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Corporations actina bv representatives at meetinQs
Any corporation which is a member of the Company may by resolution ofits directors or other governing body authorise such person as it thinks fitto act as its representative at any meeting of the Company or of anyclass of members of the Company and the person so authorised shall beentitled to exercise the same powers on behalf of the corporation whichhe represents as that corporation could exercise if it were an individual
member of the Company
XVIII -DIRECTORS
Number of Directors
Unless otherwise determined by ordinary resolution of the Company thenumber of Directors shall be not less than four and there shall be no
maximum number of Directors
89
Remuneration
The remuneration of the Directors shall from time to time be determinedby the Company in General Meeting Such remuneration shall bedeemed to accrue from day to day The Directors may also be paid alltravelling hotel and other expenses properly incurred by them inattending and returning from meetings of the Board or any committee ofthe Board or General Meetings of the Company or in connection with the
business of the Company
Additional remuneration
Any Director who by request performs special services for any purposesof the Company may be paid such extra remuneration by way of salarypercentage of profits or otherwise as the Board may determine which
shall be charged as part of the Companys ordinary working expenses
Directors shareholdinq Qualification
A Director shall not be required to hold any shares of the Company by
way of qualification92
Vacation of Directo(s offi~e
The office of a Director shall be vacated in any of the following events93
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
45
on the expiry of any period specified in the notice of appointmentof any particular Director
(A)
if he resigns his office by notice in writing to the Company at the
Office(8)
if he becomes bankrupt or makes any arrangement or composition
with his creditors generally(C)
if he becomes of unsound mind
if he is absent (otherwise than upon the business of theCompany) from meetings of the Board for six months withoutleave and the Board resolves that his office be vacated
(E)
if he becomes prohibited from being a Director by reason of anydisqualification order made under Part IVA of the Companies
Ordinance
(F)
if he is requested in writing by a majority of his Co-Directors toresign or
if he is requested in writing by a member or members holding notless than 75 per cent in nominal value of the Ordinary Shares to
resign
(H)
Permitted interests and votinq
A Director may hold any other office or place of profit under theCompany (other than the office of Auditor) in conjunction with hisoffice of Director for such period and on such terms (as toremuneration or otherwise) as the Board may determine
(A)94
A Director may act by himself or his firm in a professional capacityfor the Company (otherwise than as Auditor) and he or his firmshall be entitled to remuneration for professional services as if hewere not a Director
(8)
A Director shall not vote or be counted in the quorum on anyresolution of the Board concerning his own appointment as theholder of any office or place of profit with the Company or anyother company in which the Company is interested (including thearrangements or variation of the terms or determination of the
appointment)
No Director or proposed or intending Director shall be disqualifiedby his office from contracting with the Company either with regardto his tenure of any such other office or place of profit or asvendor purchaser or otherwise nor shall any such contract or anycontract or arrangement entered into by or on behalf of the
(0)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
46
Company in which any Director is in any way interested be liableto be avoided nor shall any Director so contracting or being sointerested be liable to account to the Company for anyremuneration profit or other benefit realised by any such contractor arrangement by reason of such Director holding that office or ofthe fiduciary relationship thereby established but the nature of hisinterest shall be disclosed by him at the earliest meeting of theBoard at which it is practicable for him to do so notwithstandingthat the question of entering into the contract is not taken intoconsideration at that meeting
(E) Save as otherwise provided in these Articles a Director shall notbe counted in the quorum in relation to and shall not vote on anyresolution of the Board in respect of any contract or arrangementin which he is so interested and if he shall do so his vote shall notbe counted but this prohibition shall not apply to
any arrangement for giving any Director any guaranteeindemnity or security in respect of money lent by him to orobligations undertaken by him at the request of or for thebenefit of the Company or any of its subsidiaries or holding
companies or
(i)
any arrangement for the giving by the Company of anyguarantee indemnity or security to a third party in respectof a debt or obligation of the Company for which thedirector himself has assumed responsibility in whole or inpart under a guarantee or indemnity or by the giving of
security or
(ii)
any contract by a Director to subscribe for or underwriteshares debentures or other securities of the Company orany of its subsidiaries or holding companies or
(iii)
any contract or dealing with any other company where thesole interest of a Director is that he is a director officermember or creditor of such corporation or
any contract concerning the adoption modification oroperation of a pension fund superannuation or similarscheme or retirement death or disability benefits schemeor employees share scheme which relates both toDirectors and employees of the Company or any of itssubsidiaries or holding companies and does not provide inrespect of any Director any such privilege or advantage notaccorded to the employees to which the fund or schemerelates or
(vi) any contract for the purchase or maintenance of insuranceagainst any liability for or for the benefit of any Director or
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
48
Alternate directors
Any Director may by writing under his hand appoint any personapproved by the Board whether a member of the Company or notto be an alternate director of the Company in his place and everysuch alternate director shall be entitled to receive notice of allmeetings of the Board or of committees of the Board of which hisappointer is a member and to attend and vote at meetings of theBoard in the place of the Director appointing him and shall haveand exercise all the powers rights duties and authorities of theDirector appointing him and for the purposes of the proceedings atsuch meeting the provisions of these Articles shall apply as if hewere a Director provided always that no such appointment shallbe operative unless or until the approval of the Board shall havebeen given and entered in the Minute Book A Director may at anytime revoke the appointment of an alternate appointed by him andsubject to such approval as aforesaid I appoint another person inhis place and if a Director shall die or cease to hold the office ofDirector the appointment of his alternate shall thereupon cease
and determine
(A)98
Every person acting as an alternate for a Director shall (except asregards the power to appoint an alternate and remuneration) besubject in all respects to the provisions of these Articles relating toDirectors and shall during his appointment be an officer of theCompany and shall alone be responsible to the Company for hisown acts and defaults and he shall not be deemed to be the agentof or for the Director appointing him An alternate director may bepaid expenses and shall be entitled to be indemnified by theCompany to the same extent as if he were a Director Theremuneration of any such alternate shall be payable out of theremuneration payable to the Director appointing him and shallconsist of such portion of the last mentioned remuneration as sh~11be agreed between the alternate and the Director appointing him
A Director or any other person may act as an alternate director torepresent more than one Director Every person acting as analternate director shall have one vote for each Director for whomhe acts as an alternate in addition to his own vote if he is also aDirector but he shall count as only one for the purposes ofdetermining whether a quorum is present Signature by analternate director of any resolution in writing of the Board or acommittee of the Board shall unless the notice of his appointmentprovides to the contrary be as effective as signature by his
appointer
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
49
XIX -POWERS OF DIRECTORS
General powers of Company vested in Board
Subject to the provisions of the Companies Ordinance the memorandumand these Articles and to any directions given by special resolution thebusiness and affairs of the Company shall be managed by the Directorswho may exercise all the powers of the Company No alteration of thememorandum or these Articles and no such direction shall invalidate anyprior act of the Directors which would have been valid if that alterationhad not been made or that direction had not been given The powersgiven by this Article shall not be limited by any special power given to theDirectors by these Articles and a meeting of the Directors at which aquorum is present may exercise all powers exercisable by the Directors
99
Deleaation to individual ManaQers
Without prejudice to the generality of the powers conferred by thepreceding Article the Board may appoint one or more Managers uponsuch terms as to remuneration and otherwise as the Board shall think fitand may delegate to any such Manager or Managers such of the powersof the Board (including power to sub-delegate) as they shall think fit
Deleaation to committees
The Board may delegate any of their powers to committees consisting ofsuch person or persons (whether a member or members of their body ornot) as they think fit Any committee so formed shall in the exercise ofthe powers so delegated conform to any regulations that may beimposed on it by the Board or by any superior committee of the Board
Committee meetinas
The meetings and proceedings of any such committee consisting of twoor more persons shall be governed by the provisions of these Articlesregulating the meetings and proceedings of the Board so far as the sameare applicable and are not superseded by any regulations made by theBoard under the last preceding Article
Reference to the Boar-d~J
The power to delegate contained in Article 101 shall be effective inrelation to the powers of the Board generally and shall not be limited bythe fact that in certain Articles but not in others express reference ismade to particular power being exercised by the Board or by anycommittee authorised by the Board
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
50
Powers of attorney
The Board may from time to time and at any time by power of attorneyunder the Seal appoint any company firm or person or any fluctuatingbody of persons whether nominated directly or indirectly by the Board tobe the attorney or attorneys of the Company for such purposes and withsuch powers authorities and discretions (not exceeding those vested inor exercisable by the Board under these Articles) and for such period andsubject to such conditions as they may think fit
Any such power of attorney may contain such provisions for theprotection and convenience of persons dealing with any such attorney asthe Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers authorities and discretions vested in
him
BorrowinQ powers
The Board may exercise all the powers of the Company to borrow moneyand to mortgage or charge its undertaking property and assets anduncalled capital or any part thereof and to issue debentures debenturestock and subject to section 57B of the Companies Ordinanceconvertible debentures and convertible debenture stock and othersecurities whether outright or as security for any debt liability orobligation of the Company or of any third party
CheQues etc
All cheques promissory notes drafts bills of exchange and othernegotiable instruments and all receipts for moneys paid to the Companyshall be signed drawn accepted endorsed or otherwise executed asthe case may be in such manner as the Board shall from time to time byresolution determine
107
xx -DIRECTORS
Persons eligible as Directors
Unless recommended by the Board for election or consented to by allholders of Ordinary Shares no person shall be eligible for the office of aDirector at any General Meeting unless not less than seven clear daysnor more than twenty-one clear days before the day appointed for themeeting there shall have been given to the Secretary notice in writing bysome member duly qualified to be present and vote at the meeting forwhich such notice is given of his intention to propose such person forelection and also notice in writing signed by the person to be proposedof his willingness to be elected
108
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
51
Power of Board to appoint Directors
The Board shall have power at any time and from time to time toappoint any person to be a Director either to fill a casual vacancy or asan addition to the existing Board but so that the total number of Directorsshall not at any time exceed the maximum number fixed by theseArticles Any Director so appointed shall hold office only until the nextfollowing Annual General Meeting and shall then be eligible for re-election
Power of members to remove and appoint Directors
Without prejudice to Article 93 the Company may by special resolutionremove any Director before the expiration of his period of officenotwithstanding anything in these Articles or in any agreement betweenthe Company and such Director Such removal shall be without prejudiceto any claim such Director may have for damages for breach of any
contract of service between him and the Company The Company mayby ordinary resolution appoint another person in his stead Withoutprejudice to the powers of the Directors under Article 109 the Companyin General Meeting may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director
110
-PROCEEDINGS OF DIRECTORSXXI
~oard meetinqs
The Board may meet together for the dispatch of businessadjourn and otherwise regulate their meetings as they think fit
(A)
A Director may and the Secretary on the requisition of a Directorshall at any time summon a meeting of the Board Notice of aBoard meeting shall be deemed to be properly given to a director ifit is given to him personally or sent in writing to him at his lastknown address or any other address given by him to the Companyfor this purpose
(8)
Questions arising at any meeting shall be determined by a majorityof votes In case of any equality of votes the chairman shall havea second or casting vote
(C)
Particioation in Board meetinas by telephone
A meeting of the Directors may consist of a conference betweenDirectors some or all of whom are in different places provided that eachDirector who participates is able
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
52
to hear each of the other participating Directors addressing themeeting and
if he wishes to address all of the other participating Directors
simultaneously
whether directly by conference telephone or by any other form ofcommunications equipment (whether in use when this Article wasadopted or not) or by a combination of those methods
A meeting held in this way is deemed to take place at the place fromwhere the majority of Directors participate A person so participatingshall be deemed to be present in person at the meeting and shall beentitled to vote and be counted in the quorum accordingly
Quorum
The quorum necessary for the transaction of the business of theDirectors may be fixed by the Directors and unless so fixed at any other
number shall be two
113
Powers of Board when number of Directors is below minimum
The continuing Directors may act notwithstanding any vacancies in theBoard but if and so long as the number of Directors is reduced below theminimum number fixed by or in accordance with these Articles thecontinuing Directors or Director may only act for the purpose of filling upvacancies on the Board or of summoning General Meetings of theCompany but not for any other purpose
114
ADPointment of chairman of Board meetinqs
The Directors may elect a chairman and deputy chairman of theirmeetings and determine the periods for which they are to hold office butif no such chairman or deputy chairman is elected or if at any meetingneither is present within five minutes after the time appointed for holdingthe same the Directors present may choose one of their number to be
chairman of the meeting
115
Competence of meetinqs
A meeting of the Board at which a quorum is present shall be competentto exercise all powers and discretions for the time being exercisable bythe Board
116
Resolutions in writina
A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Board (provided that numberis sufficient to constitute a quorum) or by all the members of a committee
117
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
53
for the time being shall be as valid and effectual as a resolution passedat a meeting of the Board or as the case may be of such committeeproperly called and constituted The resolution may be contained in onedocument or in several documents in like form each signed by one or
more of the Directors or members of the committee concerned
Validity of acts of Board or committee
All acts done by any meeting of the Board or of a committee of the Boardor by any person acting as a Director shall notwithstanding that it beafterwards discovered that there was some defect in the appointment ofany such Director or person acting as aforesaid or that they or any ofthem were disqualified from holding office or had vacated office be asvalid as if every such person had been duly appointed was qualified andhad continued to be a Director and had been entitled to vote
XXII -SECRETARY
AQDointment and removal of Secretary
The Secretary shall be appointed by the Board for such term at suchremuneration and upon such conditions as they may think fit and any
Secretary may be removed by the Board
Power to act where there is no Secretary
Anything required or authorised to be done by or to the Secretary may ifthe office is vacant or if there is for any reason no secretary capable ofacting be done by or to any assistant or deputy secretary or if there is noassistant or deputy secretary capable of acting by or to any officer of theCompany authorised generally or specially in that regard by the Board
XXIII -THE SEAL
The Seal
The Board shall provide a Common Seal for the Company with suchdevice thereon as the Board may determine but with the corporate nameof the Company engraved thereon and the Seal may at any time bedestroyed and a new Seal substituted therefor
121
Safe custody of secteat
The Seal shall be under the charge of the Board who shall provide forthe safe custody thereof
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
54
Use of Seal
The Seal shall (subject to Article 20) be used and affixed in accordancewith regulations made by the Board and every instrument to which the
Seal shall be affixed shall be signed
123
by a Director and shall be countersigned by a second Director orby some other person appointed by the Directors for the purposeor
by any two persons appointed by the Board for such purpose
Use of Seal outside Hong KonQ
The Company may exercise the powers conferred by section 35 of theCompanies Ordinance with regard to having one or more official seals foruse outside Hong Kong and such powers shall be vested in the Board
124
XXIV- MINUTES
Purpose of minutes
The Board shall cause minutes to be made in books provided for thepurpose of
125
all appointments of officers made by the Board(A)
the names of the Directors present at each meeting of the Boardanq of any committee of Directors and
(8)
all resolutions and proceedings at all meetings of the Companyand separate meetings of classes of members and of the Boardand of committees of the Board
Minutes constitute Drima facie evidence
Any such minute if purporting to be signed by the chairman of themeeting at which the proceedings were held or by the chairman of thenext succeeding meeting of the Company or the Board or the committeeof the Board (as the case may be) shall be sufficient evidence of theproceedings thereat and until the contrary is proved every meeting of theCompany or of the Board or of a committee of the Board in respect of theproceedings whereat minutes have been so made shall be deemed tohave been duly convened and held and all resolutions and proceedingsstated in the said minutes to have been passed and held thereat shall bedeemed to have been duly passed and held
126
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
55
xxv -DIVIDENDS AND RESERVES
Declaration of dividends by Company
The profits of the Company available for dividend and resolved to bedistributed shall be applied in the payment of dividends to the membersin accordance with their respective rights and priorities The Company inGeneral Meeting may declare dividends accordingly
Restriction on dividends
No dividend shall be payable except out of the profits of the Company inaccordance with the provisions of Part IIA of the Companies Ordinanceand no dividend shall exceed the amount recommended by the Board
Pa~ment of interim dividends by the Board
The Board may from time to time pay to the members such interimdividends as appear to the Board to be justified by the profits of the
Company
Power to create and aoolv reserves
The Board may from time to time set aside out of the profits of theCompany (including therein premiums obtained on the issue of shares)and carry to reserve or reserves such sums as they think proper whichshall at the discretion of the Board be applicable for any purpose towhich the profits of the Company may properly be applied and pendingsuch application may at the like discretion either be employed in thebusiness of the Company or be invested in such investments (other thanshares of the Company) as the Board may from time to time think fit andwithout its being necessary to keep investments of the reserve separatefrom other investments of the Company The Board may also withoutplacing the same to reserve carry forward any profits which they maythink prudent not to divide
No interest on dividends
No dividend shall bear interest as against the Company
Dividends not in cash
Any General Meeting declaring a dividend or bonus may direct paymentof such dividend or bonus wholly or partly by the distribution of specificassets and in particular of paid-up shares debentures or debenture stockof any other company or in anyone or more such ways and the Boardshall give effect to such resolution and where any difficulty arises inregard to such distribution the Board may settle the same as they thinkexpedient and in particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any part thereof and may
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
56
determine that cash payments shall be made to any members upon thefooting of the value so fixed in order to adjust the rights of all parties andmay vest any such specific assets in trustees as may seem expedient to
the Board
Payment procedure
Any dividend bonus or interest on or moneys payable in respect of ashare may be paid by cheque or warrant sent through the post to suchperson and to such address as the holder or all the joint holders shall inwriting direct or in some other way agreed between the member (or alljoint holders) and the Company In default of any such direction suchdividend bonus or interest shall be sent through the post to theregistered address of the member or person entitled thereto and in thecase of joint holders to anyone of such joint holders Every suchcheque or warrant shall be made payable to the order of the person towhom it is sent The Company shall not be liable or responsible for anycheque or warrant lost in transmission nor for any dividend or othermoneys lost to the member or person entitled thereto by the forgedendorsement of any cheque or warrant Payment of the cheque orwarrant by the banker on whom it is drawn if purporting to be dulyendorsed shall be a good discharge to the Company
Beceiot bv one joint holder
If several persons are registered as joint holders of any share anyone ofthem may give effectual receipts for any dividends bonuses interest or
other moneys payable on or in respect of the share
Unclaimed dividends
All dividends unclaimed for one year after having become payable maybe invested or otherwise made use of by the Directors for the benefit ofthe Company until claimed and all dividends unclaimed for six yearsafter having become payable may be forfeited by the Directors and shallrevert to the Company The payment into a separate account of anymoneys payable in respect of a dividend shall not constitute theCompany a trustee in respect thereof for any person
135
XXVI- CAPITALISATION OF PROFITS
Power to capitalise reserves and funds
The Company may by ordinary resolution upon the recommendation ofthe Board resolve to capitalise any undivided profits of the Company(including profits carried and standing to any reserve or reserves or otherspecial account or otherwise available for distribution) and accordingly
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
57
that the Board be authorised and directed to appropriate the profitsresolved to be capitalised to the members in proportion to the amountspaid up on the shares held by them respectively and to apply such profitson their behalf either in or towards paying up the amounts if any for thetime being unpaid on the shares held by such members respectively orin paying up in full unissued shares or debentures of the Company of anominal amount equal to such profits such shares or debentures to beallotted and distributed credited as fully paid up to and amongst suchmembers in the proportion aforesaid or partly in one way and partly in
the other and the Directors shall give effect to such resolution
Provided that a share premium account and a capital redemption reservefund may for the purposes of this Article only be applied in the paying upof unissued shares to be allotted to members of the Company as fully
paid bonus shares
Powers after caDitalisation resolution Dassed
Whenever such a resolution as aforesaid shall have been passed theBoard shall make all appropriations and applications of the undividedprofits resolved to be capitalised thereby and all allotments and issues offully paid shares or debentures if any and generally shall do all acts andthings required to give effect thereto with full power to the Board to makesuch provision by the issue of fractional certificates or by payment incash or otherwise as they think fit for the case of shares or debenturesbecoming distributable in fractions and also to authorise any person toenter on behalf of all the members entitled thereto into an agreement withthe Company providing for the allotment to them respectively credited asfully paid up of any further shares or debentures to which they may beentitled upon such capitalisation or (as the case may require) for thepayment up by the Company on their behalf by the application thereto oftheir respective proportions of the profits resolved to be capitalised of theamounts or any part of the amounts remaining unpaid on their existingshares and any agreement made under such authority shall be effectiveand binding on all such members
137
XXVII -ACCOUNTS
Records to be kept
138 The Board shall cause to be kept such books or accounts as arenecessary to exhibit and explain the transactions and financial position ofthe Company and to give a true and fair view of the state of its affairseach in accordance with the Companies Ordinance and in particular (butwithout limiting the generality of the foregoing provision) proper books ofaccount with respect to
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
58
all sums of money received and expended by the Company andthe matters in respect of which such receipt and expenditure takes
place
all sales and purchases by the Company and
the assets and liabilities of the Company
Inspection of records
The books of account shall be kept at the Office or subject to theprovisions of section 121 (3) of the Companies Ordinance at such otherplace or places as the Board think fit and shall at all times be open toinspection by the Board
139
Preparation of accounts
The Board shall from time to time in accordance with the provisions ofthe Companies Ordinance cause to be prepared and to be laid before theCompany in General Meeting such profit and loss accounts balancesheets signed on behalf of the Board by three Directors group accounts(if any) and reports as are required by the Companies Ordinance
140
Accounts and reoorts to members and debenture holders
A printed copy of every balance sheet and profit and loss accountincluding every document required by law to be annexed thereto whichis to be laid before the Company in General Meeting together with acopy of the Directors and Auditors reports shall at least twenty-onedays before th~ meeting be delivered or sent by post to every memberand debenture holder of the Company of whose address the Company isaware (or in the case of joint holders of any share or debenture to one ofthe joint holders)
141
XXVIII -AUDIT
Duties of Auditor
The Auditor shall be appointed and its duties regulated in accordancewith the Companies Ordinance
142
XXIX -WINDING UP
Distribution of assets otherwise than in cash
143 If the affairs of the Company shall be wound up as aforesaid theliquidator may with the sanction of a special resolution and any othersanction required by the Companies Ordinance divide amongst themembers in specie or kind the whole or any part of the assets of the
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
59
Company available for distribution amongst them (whether they shallconsist of property of the same kind or not) and may for such purposeset such value as he deems fair upon any property to be divided asaforesaid and may determine how such division shall be carried out asbetween the members or different classes of members The liquidatormay with the like sanction vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories as theliquidator with the like sanction shall think fit but so that no member shallbe compelled to accept any shares or other securities whereon there is
any liability
xxx -INDEMNITY
Indemnity of officers
Subject to the provisions of the Companies Ordinance theDirectors Managers Secretary Auditor and other officers for thetime being of the Company and the Trustees (if any) for the timebeing acting in relaton to any of the affairs of the Company andtheir respective executors administrators and personalrepresentatives shall be indemnified and secured harmless out ofthe assets of the Company from and against all actions costscharges losses damages and expenses which they or any ofthem their or any of their executors or administrators shall or mayincur or sustain by reason of any act done concurred in oromitted in or about the execution of their duty or supposed duty intheir respective offices or trusts except such (if any) as they shallincur or sustain through their own wilful neglect or defaultrespectively and none of them shall be answerable for the actsreceipts neglects or defaults of any other of them or for joining inany receipt for the sake of conformity or for any bankers or otherpersons with whom any moneys or effects of the Company shallbe lodged or deposited for safe custody or for the insufficiency ordeficiency of any security upon which any moneys of the Companyshall be placed out or invested or for any other loss misfortune ordamage which may happen in the execution of their respectiveoffices or trusts or in relation thereto unless the same shallhappen by or through their own wilful neglect or default
respectively
(A)144
As far as the Companies Ordinance allows this the Company maypurchase and maintain insurance against any liability for anyDirector Manager Secretary Auditor and other officer for the timebeing of the Company
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
60
XXXI -NOTICES
Method of service
Any notice or document may be served by the Company on any membereither personally or by sending it through the post in a prepaid letteraddressed to such member at his registered address as appearing in theRegister of members or by leaving it at that address addressed to themember or where appropriate by using electronic communications to anaddress notified by the member concerned to the Company for thatpurpose In the case of joint holders of a share all notices shall be givento that one of the joint holders whose name stands first in the register ofmembers and notice so given shall be sufficient notice to all the joint
holders
Entitlement to notice
Notice of every General Meeting shall be given to all members other thanany who under the provisions of these Articles or the terms of issue ofthe shares they hold are not entitled to receive such notices from theCompany and also to the Auditor for the time being of the Company Noother person shall be entitled to receive notices of General Meetings
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)
61
Names Addresses and Descriptions of Subscribers
PETERWONG
Directorfor and on behalf ofSTANDARD CHARTERED BANK1 Aldermanbury SquareLondonEC2V 7SBUK
Corporation
PETERWONG
Directorfor and on behalf ofHORSFORD NOMINEES LIMITED15F Standard Chartered Tower388 Kwun Tong RoadKowloon
Hong KongCorporation
Dated the 5 December 2003
Laurence Peter RUDGESolicitor Hong Kong SAR
Slaughter and May47 Floor Jardine House
One Connaught Place
Central Hong Kong
WITNESS to the above signatures
(HKO32510190)