Exhibit 1
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MEMORANDUM
(Incorporating all changes made on or before 7th January, 2003)
AND
ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 20th September,
1994 and amended by Special Resolution passed on 7th
January, 2003)
OF
PCCW LIMITED
[CHINEST TEXT OMITTED -- CHINESE TRANSLATION OF NAME]
Incorporated the 24th day of April, 1979
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Company No. 69030
THE COMPANIES ORDINANCE (Chapter 32)
---------------------------------------
SPECIAL RESOLUTION
OF
PCCW LIMITED
[CHINESE TEXT OMITTED -- CHINESE TRANSLATION OF NAME]
---------------------------------------
Passed on January 7, 2003
---------------------------------------
At an Extraordinary General Meeting of the Company duly convened and held in the
Conference Room, 00xx Xxxxx, XXXX Xxxxx, XxxXxx Xxxxx, 979 King's Road, Quarry
Bay, Hong Kong on Tuesday, January 7, 2003 at 9:30 a.m., the following
resolution was duly passed as a Special Resolution:
"THAT the Articles of Association of the Company be and are hereby amended in
the following manner:
(A) By adding the following new definition immediately before the definition of
"these Articles" in Article 2:
"Annual Report" shall include a consolidated profit and loss account for
the period, in the case of the first account, since the
incorporation of the Company and, in any other case, since
the preceding account, together with a consolidated
balance sheet as at the date to which the consolidated
profit and loss account is made up and a Directors' report
with respect to the consolidated profit or loss of the
Company for the period covered by the profit and loss
account and the state of the Company's affairs as at the
end of such period, and an Auditors' report on such
accounts prepared pursuant to Article 158;
(B) By adding the following new definition immediately after the definition of
"the Companies Ordinance" in Article 2:
"Corporate shall mean any information issued or to be issued by the
Communication" Company to its members for their information or
action and shall have the meaning ascribed to it in the
Listing Rules and shall include but not be limited to:
(1) the Annual Report;
(2) the interim report;
(3) the summary financial report;
(4) notice of meetings;
(5) listing documents; and
(6) any circulars or other documents required by the
Listing Rules to be sent to the Company's members.
(C) By adding the following new definitions immediately after the definition of
"dollars" in Article 2:
"electronic shall mean any Corporate Communication sent by electronic
communication" means;
"electronic shall mean the transmission of any Corporate
means" Communication from the Company in any form through any
medium (including but not limited to electronic mail or
publication on the Company's website, or publication on
the Company's computer network or publication on the
website of The Stock Exchange of Hong Kong Limited or the
website of any stock exchange on which any securities of
the company are listed and/or permitted to be dealt in);
"Electronic shall mean an electronic symbol or process attached to or
Signature" logically associated with an electronic communication
and executed or adopted by a person with the intent to
sign the electronic communication;
"Listing Rules" shall mean the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited as
amended from time to time;
(D) By adding the following new definition immediately after the definition of
"shareholders" in Article 2:
"summary shall have the meaning as set out under section 2(1) of
financial the Companies Ordinance;
report"
(E) By adding the following wording at the end of the definition of "writing or
printing" in Article 2:
and, only where used in connection with a notice served by the Company by
electronic means on members or other persons entitled to receive notices
hereunder, shall also include a record maintained through an electronic
medium which is accessible in visible form so as to be useable for
subsequent reference;
(F) By deleting the words "HK$2 (or such higher amount as shall for the time
being be approved by The Stock Exchange of Hong Kong Limited) for every
certificate after the first or such lesser sum as the Board shall from time
to time determine," in Article 15 and substituting therefor with the
following wording:
such amount prescribed by The Stock Exchange of Hong Kong Limited or such
lesser sum as the Board shall from time to time determine for every share
certificate after the first,
(G) By deleting the words "HK$2 (or such higher amount as shall for the time
being be approved by The Stock Exchange of Hong Kong Limited)" in Article
19 and substituting therefor with the following wording:
such amount as shall for the time being be prescribed by The Stock Exchange
of Hong Kong Limited
(H) By adding the following wording into Article 27 after the words "and once
at least in both an English language newspaper in English and a Chinese
language newspaper in Chinese":
and/or, subject to the Listing Rules, in the manner in which notices may be
served by the Company as herein provided.
(I) By deleting the words "HK$2 (or such higher amount as shall for the time
being be approved by The Stock Exchange of Hong Kong Limited) or such
lesser sum as the Board may from time to time require" in Article 39 and
substituting therefor with the following wording:
such amount as shall for the time being be prescribed by The Stock Exchange
of Hong Kong Limited or such lesser sum as the Board shall from time to
time require
(J) By deleting both occurrences of the words "without charge" from Article 42.
(K) By deleting the words "adopting of the accounts and balance sheet and the
reports of the Directors and Auditors and other documents required to be
annexed to the balance sheet" in Article 68 and substituting therefor with
the words "adopting of the Annual Report and other documents required to be
annexed to the Annual Report" in Article 68.
(L) By deleting the existing Article 71 in its entirety and substituting
therefor with the following new Article 71:
The Chairman of the Board shall take the chair at every general meeting, or
if at any general meeting such Chairman shall not be present within fifteen
minutes after the time appointed for holding such meeting or is unwilling
to act or is absent from Hong Kong or has given notice to the Company of
his intention not to attend the meeting, a Deputy Chairman of the Board
shall take the chair at such general meeting, or if there be no such
Chairman or Deputy Chairman present at the meeting, any Director present
shall take the chair at the relevant general meeting, and if no Director be
present within fifteen minutes after the time appointed for holding the
meeting, or if all Directors present decline to take the chair, then the
members present and entitled to vote shall choose one of their own number
to be Chairman of that meeting.
(M) By adding the following new Articles 101A, 101B and 101C after the existing
Article 101:
101A. At each annual general meeting one-third of the Directors for the
time being (or, if their number is not a multiple of three, then the
number nearest to but not greater than one-third) shall retire from
office. Any Director retiring at a meeting pursuant to this Article
101A shall retain office until the close or adjournment of the
meeting.
101B. Any Director who wishes to retire and not to offer himself for
re-election shall be included for the purposes of determining
the number of the Directors to retire at any annual general
meeting pursuant to the preceding Article 101A. Any further
Directors so to retire shall be those of the other Directors
subject to retirement by rotation who have been longest in
office since their last election or appointment and so that as
between persons who became or were last elected Directors on
the same day those to retire shall (unless they otherwise
agree among themselves) be determined by lot. A retiring
Director shall be eligible for election.
101C. The Company at the annual general meeting at which a Director
retires in accordance with these Articles may fill up the
vacated office by electing a person thereto, and in default of
such election by the Company, the retiring Director shall be
deemed to have been re-elected and shall, if willing, continue
in office until the next annual general meeting and so on from
year to year until his place is filled, unless:
(a) it is expressly resolved at such meeting not to fill up such
vacated office; or
(b) a resolution for the re-election of such Director shall have been
put to the meeting and lost; or
(c) such Director has given notice in writing to the Company that he
is unwilling to be re-elected.
(N) By deleting the existing Article 120 in its entirety and substituting
therefor with the following new Article 120:
The Board may elect a Chairman and one or more Deputy Chairman for their
meetings and determine the period of which the Chairman and any of the
Deputy Chairmen are to hold office; but if at any meeting the Chairman is
not present, or is unwilling so to act within five minutes after the time
appointed for holding the same, the Deputy Chairman or any one of them (if
more than one Deputy Chairman has been appointed), shall be the Chairman of
that meeting; or if no such Chairman is elected and/or no Deputy Chairman
is present or is willing so to act within five minutes after the time
appointed for holding the same, the Directors present may choose one of
their number to be Chairman for that meeting.
(O) By deleting the existing Article 122 in its entirety and substituting
therefor with the following new Article 122:
A Director may and, on request of a Director, the Secretary shall, at any
time summon a meeting of the Board. Notice thereof shall be given to each
Director either in writing or by telephone or by facsimile at the facsimile
number from time to time notified to the Company by such Director or by
telex or telegram at the address from time to time notified to the Company
by such Director or by electronic mail at the electronic mail address from
time to time notified to the Company by such Director or in such other
manner as the Board may from time to time determine. Provided however that
notice need not be given to any Director for the time being absent from
Hong Kong. A Director may waive notice of any meeting and any such waiver
may be prospective or retrospective.
(P) By including the following wording at the end of Article 123:
Questions arising at any meeting of a committee of the Board shall be
decided by a majority of votes and in case of an equality of votes the
chairman of such meeting shall have a second or casting vote.
(Q) By deleting the existing Article 127 in its entirety and substituting
therefor with the following new Article 127:
Unless otherwise determined by the Board, two Directors shall form a quorum
for any meeting of a committee of the Board. A committee may elect a
chairman of its meetings. If no such chairman is elected, or if at any
meeting the chairman is not present within five minutes after the time
appointed for holding the same, the members present may choose one of their
number to be chairman of the meeting. A committee may meet and adjourn as
its members think proper.
(R) By deleting the existing Articles 161(a) and 161(b) in their entirety and
substituting therefor with the following new Articles 161(a) and 161(b):
161 (a) The Board shall from time to time in accordance with the
provisions of the Ordinance cause to be prepared and to be laid
before the members of the Company at every annual general
meeting, the Annual Report and/or the summary financial report
which complies with Section 141CF(1) of the Companies Ordinance
and such other reports and accounts as may be required by law.
(b) Every Annual Report shall be signed pursuant to the provisions of
the Ordinance and copies of those documents (including but not
limited to the Annual Report and/or the summary financial report)
which are to be laid before the members of the Company at an
annual general meeting shall not less than 21 days before the
date of the annual general meeting be made available in printed
form and/or using electronic means whether in the English
language only, in the Chinese language only or in both the
English language and the Chinese language and at the same time as
the notice of an annual general meeting to every member of the
Company, every holder of debentures of the Company, every person
registered under Article 45 and every other person entitled to
receive notices of general meetings of the Company in compliance
with the Listing Rules and any applicable law, rules or
regulations, provided that the Company shall not be required to
make available those documents to any person of whose address the
Company is not aware or to more than one of the joint holders of
any shares or debentures whether in printed form or by electronic
means. In the case of those documents being made
available in printed form, such documents will be sent by post to
the registered addresses of those entitled to receive them as set
out above.
(S) By adding the following new Article 161(c) in its entirety after the new
Article 161(b):
Where a member, in accordance with the Listing Rules and any applicable
law, rules or regulations has consented to treat the publication of the
Annual Report or the summary financial report as set out in Article 161(a)
using electronic means or has consented to receiving the summary financial
report instead of the Annual Report, as discharging the Company's
obligation under the Listing Rules and any applicable law, rules or
regulations to send a copy of such relevant financial documents, then
publication by the Company, in accordance with the Listing Rules and any
applicable law, rules or regulations, using electronic means of such
relevant financial documents and/or receipt by such member of the summary
financial report at least 21 days before the date of the relevant general
meeting, shall, in relation to each such member, be deemed to discharge the
Company's obligations under Article 161(a) provided that any person who is
otherwise entitled to such financial documents of the Company may, if he so
requires, by notice in writing served on the Company, demand that the
Company sends to him, a complete printed copy of the Annual Report or the
summary financial report not previously requested by him.
(T) By deleting the existing Article 165 in its entirety and substituting
therefor with the following new Article 165:
Any notice or document or any Corporate Communication to be given or issued
under these Articles shall be in writing, and may be served by the Company
and/or by the Board on any member either personally or by sending it
through the post in a prepaid letter, envelope or wrapper addressed to such
member at his registered address as appearing in the register or (in the
case of notice) by advertisement published in both an English language
newspaper in English and a Chinese language newspaper in Chinese or by any
electronic means in compliance with these Articles and the Listing Rules
and any applicable law, rules or regulations provided that the Company has
obtained the member's prior express positive confirmation in writing to
receive or otherwise have made available to him notices and documents to be
given or issued to him by the
Company by such electronic means. In the case of joint holders of a share,
all notices shall be given to that holder for the time being whose name
stands first in the register and notice so given shall be sufficient notice
to all the joint holders.
(U) By deleting the first and second sentence of Article 166 and substituting
therefor with the following wording:
A member shall be entitled to have notice served on him at any address
within Hong Kong or by any electronic means in compliance with these
Articles, legislation and the Listing Rules and any applicable law, rules
or regulations. Any member whose registered address is outside Hong Kong
may notify the Company in writing of an address in Hong Kong which for the
purpose of service of notice shall be deemed to be his registered address.
(V) By adding the following wording at the end of Article 167:
Any notice or document or Corporate Communication sent by electronic mail
shall be deemed to have been served at the time when such notice or
document or Corporate Communication is transmitted provided no notification
is received by the Company that such notice or document has not reached its
recipient. Any notice or document or Corporate Communication which the
Company has made available to any member by publication on its own website
or computer network or the website of The Stock Exchange of Hong Kong
Limited shall be deemed to have been served on the day on which such
publication is made.
(W) By deleting the existing Article 168 in its entirety and substituting
therefor with the following new Article 168:
A notice or document or Corporate Communication may be given by the Company
to the person or persons entitled to a share in consequence of the death,
mental disorder or bankruptcy of a member in the manner set out in Article
165 in which the same might have been given if the death, mental disorder
or bankruptcy had not occurred.
(X) By deleting the words "Any notice or document delivered or sent by post or
left at the registered address of any member in pursuance of these
presents" at the beginning of Article 170 and substituting therefor with
the following:
Any notice or document or Corporate Communication delivered or sent by post
or left at the registered address of any member or made available by
electronic means in compliance with these Articles, legislation and the
Listing Rules and any applicable law, rules or regulations.
(Y) By deleting the existing Article 171 in its entirety and substituting
therefor with the following new Article 171:
171 (a) The signature to any notice to be given by the Company may be
written or printed by means of facsimile or where relevant, by
Electronic Signature.
(b) Subject to the Listing Rules and any applicable laws, rules and
regulations, any notice or document, including but not limited to
the documents referred to in Article 161 and any Corporate
Communication, may be given in the English language only, in the
Chinese language only or in both the English language and the
Chinese language provided that the Company has obtained the
relevant member's prior express positive confirmation in writing
to receive or otherwise have made available to him such notices
or documents in either the English language only or the Chinese
language only or in both the English language and the Chinese
language and provided further that such member may, if he so
requires, by notice in writing served on the Company, demand at
any time that the Company sends or makes available to him any
notice or document or Corporate Communication in the language not
previously provided to him."
(SD.) Xxxx Tin Fan
.......................
Xxxx Tin Fan
Chairman of the Meeting
Company No. 69030
THE COMPANIES ORDINANCE (Chapter 32)
---------------------------------------
ORDINARY RESOLUTION
OF
PCCW LIMITED
[CHINESE TEXT OMITTED -- CHINESE TRANSLATION OF NAME]
---------------------------------------
Passed on January 7, 2003
---------------------------------------
At an Extraordinary General Meeting of the Company duly convened and held in the
Conference Room, 00xx Xxxxx, XXXX Xxxxx, XxxXxx Xxxxx, 979 King's Road, Quarry
Bay, Hong Kong on Tuesday, January 7, 2003 at 9:30 a.m., the following
resolution was duly passed as an Ordinary Resolution:
"THAT subject to and conditional upon the Listing Committee of The Stock
Exchange of Hong Kong Limited granting the listing of, and permission to deal
in, the shares of the Company in their consolidated form, every five issued and
unissued shares of HK$0.05 each in the capital of the Company as at the date on
which this resolution is passed be and is hereby consolidated into one share of
HK$0.25 in the capital of the Company with effect from January 8, 2003 and that
the board of directors of the Company be authorised to do all things and execute
all documents in connection with or incidental to such consolidation."
(SD.) Xxxx Tin Fan
.......................
Xxxx Tin Fan
Chairman of the Meeting
No. 69030
[Chinese text omitted]
[GRAPHIC OMITTED]
COMPANIES ORDINANCE
(CHAPTER 32)
[Chinese text omitted]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
[Chinese text omitted]
_______________________ * * * _______________________
I hereby certify that
[Chinese text omitted]
Pacific Century CyberWorks Limited
[Chinese text omitted]
having by special resolution changed its name, is now incorporated under the
name of
[Chinese text omitted]
PCCW Limited
[Chinese text omitted]
Issued by the undersigned on 9 August 2002.
[Chinese text omitted]
(SD.) XXXX X. XXXXXX
............................
for Registrar of Companies
Hong Kong
[Chinese text omitted]
Company No. 69030
THE COMPANIES ORDINANCE (Chapter 32)
---------------------------------------
SPECIAL RESOLUTION
OF
PACIFIC CENTURY CYBERWORKS LIMITED
[Chinese text omitted]
---------------------------------------
Passed on July 31, 2002
---------------------------------------
I, being a Director of the above Company, hereby certify that at an
Extraordinary General Meeting of the Company duly convened and held in the
Conference Room, 00xx Xxxxx, XXXX Xxxxx, XxxXxx Xxxxx, 979 King's Road, Quarry
Bay, Hong Kong on Wednesday, July 31, 2002 at 10:30 a.m., the following was duly
passed as a Special Resolution:-
SPECIAL RESOLUTION
"THAT subject to the approval of the Registrar of Companies in Hong Kong, the
name of the Company be changed to "PCCW Limited [Chinese text omitted]" with
effect from the date of issue of the relevant certificate of incorporation on
change of name."
(SD.) Xxxx Tin Fan
............................
Xxxx Tin Fan
Director
No. 69030
[Chinese text omitted]
[GRAPHIC OMITTED]
COMPANIES ORDINANCE
(CHAPTER 32)
[Chinese text omitted]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
[Chinese text omitted]
_______________________ * * * _______________________
I hereby certify that
[Chinese text omitted]
Pacific Century CyberWorks Limited
[Chinese text omitted]
having by special resolution changed its name, is now incorporated under the
name of
[Chinese text omitted]
Pacific Century CyberWorks Limited
[Chinese text omitted]
Issued by the undersigned on 13 December 2000.
[Chinese text omitted]
(SD.) XXXX X. XXXXXX
............................
for Registrar of Companies
Hong Kong
[Chinese text omitted]
Company No. 69030
THE COMPANIES ORDINANCE (Chapter 32)
---------------------------------------
COMPANY LIMITED BY SHARES
---------------------------------------
SPECIAL RESOLUTION
OF
PACIFIC CENTURY CYBERWORKS LIMITED
[Chinese text omitted]
---------------------------------------
Passed on 5 December 2000
---------------------------------------
At the Extraordinary General Meeting of the Company duly convened and held in
the Conference Room, 14th Floor, Hongkong Telecom Tower, TaiKoo Place, 979
King's Road, Quarry Bay, Hong Kong on Tuesday, 5 December 2000 at 11:00 a.m.,
the following was duly passed as a Special Resolution:-
SPECIAL RESOLUTION
"THAT, subject to the approval of the Registrar of Companies in Hong Kong, the
name of the Company be changed to 'Pacific Century CyberWorks Limited [Chinese
text omitted] with effect from the date of issue of the relevant certificate of
incorporation on change of name."
(SD.) LI Tzar Kai, Xxxxxxx
............................
Li Tzar Kai, Xxxxxxx
Chairman
Company No. 69030
Pacific Century CyberWorks Limited
(Incorporated in Hong Kong with limited liability)
ORDINARY RESOLUTION
Passed on the 22nd day of June 2000
At an Extraordinary General Meeting of the Company duly convened and held at
Chater Rooms III & IV, Basement I, The Xxxx-Xxxxxx, 0 Xxxxxxxxx Xxxx Xxxxxxx,
Xxxx Xxxx on Thursday, 22 June 2000 at 12:00 noon, the following resolution was
duly passed as Ordinary Resolution:
"THAT
(a) the acquisition of the entire issued share capital of Cable & Wireless HKT
Limited ("HKT") to be effected by means of a scheme of arrangement under
Section 166 of the Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) on and subject to the terms set out in the scheme of arrangement (the
"Scheme") in the form of the print which has been produced to this Meeting
and signed by the Chairman for the purposes of identification, with any
modification thereof or addition thereto or condition as may be approved by
the High Court of the Hong Kong Special Administrative Region of the
People's Republic of China (the "Court"), and all actions of the Company
necessary to give effect thereto, be and they are hereby approved; and
(b) conditional upon the Scheme becoming effective in accordance with its terms
by delivery to and registration by, the Registrar of Companies in Hong
Kong, of an office copy of the Order of the Court sanctioning the Scheme
together with the minute containing the particulars required by Section 61
of the Companies Ordinance, the allotment and issue by the Company of not
more than 13,410,000,000 ordinary shares of HK$0.05 in the capital of the
Company to those persons so entitled pursuant to the Scheme be and it is
hereby approved;
AND THAT the Directors of the Company be and they are hereby authorised to
implement the matters referred to in the preceding paragraphs (a) and (b) of
this resolution and to do all such acts and things as may be necessary or
desirable for and on behalf of the Company to give effect thereto."
(SD.) Xxxx Tin Fan
............................
Xxxx Tin Fan
Chairman of the Meeting
No. 69030
[Chinese text omitted]
[GRAPHIC OMITTED]
COMPANIES ORDINANCE
(CHAPTER 32)
[Chinese text omitted]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
[Chinese text omitted]
_______________________ * * * _______________________
I hereby certify that
[Chinese text omitted]
TRICOM HOLDINGS LIMITED
[Chinese text omitted]
having by special resolution changed its name, is now incorporated under the
name of
[Chinese text omitted]
Pacific Century CyberWorks Limited
[Chinese text omitted]
Issued by the undersigned on 13 August 1999.
[Chinese text omitted]
(SD.) XXXX X. XXXXXX
............................
for Registrar of Companies
Hong Kong
[Chinese text omitted]
Company No. 69030
THE COMPANIES ORDINANCE (CHAPTER 32)
SPECIAL RESOLUTION
OF
TRICOM HOLDINGS LIMITED
[Chinese text omitted]
---------------------------------------
Passed on 29th day of July 1999
---------------------------------------
I, being the Secretary of the abovenamed Company, hereby certified that at an
Extraordinary General Meeting of the abovenamed Company held on 29th July, 1999,
the following resolution was duly passed as a Special Resolution:
"THAT
the name of the Company be changed to:
Pacific Century CyberWorks Limited
[Chinese text omitted]
(SD.) Xxx Xxx Xxx, Xxxxx
...........................
SECRETARY
Dated: 6th August, 1999
Company No. 69030
TRICOM HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
ORDINARY RESOLUTIONS
Passed on 29th day of July 1999
At an Extraordinary General Meeting of the Company duly convened and held at
Coral Room II, 3rd Floor, Furama Hotel Hong Kong, 0 Xxxxxxxxx Xxxx, Xxxxxxx,
Xxxx Xxxx on Thursday, the 29th day of July, 1999 at 10:00 a.m., the following
resolutions were duly passed as Ordinary Resolutions:-
1. "THAT:
(a) the Placing (as defined and described in the listing document (the
"Listing Document") dated 7th July, 1999 and despatched to
shareholders of the Company, a copy of which has been produced to this
meeting marked "A" and signed by the chairman of the meeting for the
purpose of identification) pursuant to the Placing Underwriting
Agreement and the Placing Underwriting Supplemental Agreement (both as
defined and described in the Listing Document), copies of which have
been produced to this meeting marked "B" and "C" respectively and
signed by the chairman of the meeting for the purposes of
identification, be and is hereby approved;
(b) the Acquisition (as defined and described in the Listing Document)
pursuant to the Acquisition Agreement and the Acquisition Supplemental
Agreement (both also as defined and described in the Listing
Document), copies of which have been produced to this meeting marked
"D" and "E" respectively and signed by the chairman of the meeting for
the purpose of identification, be and is hereby approved;
(c) the three two-year rental guarantees given by Pacific Century Regional
Developments Limited ("PCRD"), being a company incorporated in
Singapore with limited liability, relating to Tower A, Tower B and the
6-storey commercial podium of the Pacific Century Place under the
Acquisition detailed in the Acquisition Agreement as amended by the
Acquisition Supplemental Agreement, which in aggregate amount to not
less than US$24,538,370 per annum and if fulfilled by PCRD, will
constitute a connected transaction for the Company under the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Listing Rules") and will require approval by the
Company's shareholders, be and is hereby approved; and
(d) the directors of the Company from time to time (the "Directors") be
and are hereby authorised to take all steps necessary or expedient in
their opinion to implement and/or give effect to the Placing, the
terms of the Placing Underwriting Agreement and the Placing
Underwriting Supplemental Agreement and to the Acquisition, the terms
of the Acquisition Agreement and the Acquisition Supplemental
Agreement, including (without limitation) the allotment and issue of
the Placing Shares (also as defined in the Listing Document) and the
Consideration Shares (also as defined in the Listing Document), the
issue of the Convertible Bonds (as defined in the Listing Document)
and the allotment and issue of Consolidated Shares (as defined in the
Listing Document) pursuant to the exercise of the subscription right
attaching to the Convertible Bonds, credited as fully paid, to (i)
PCRD (as defined in Ordinary Resolution no. 1 set out in the notice
convening the Extraordinary General Meeting at which this Resolution
is proposed) and (ii) Pacific Century Group Holdings Limited ("PCG"),
being a company incorporated in the British Virgin Islands with
limited liability and the controlling shareholder of PCRD (or their
respective nominees) in accordance with the terms and provisions of
the Acquisition Agreement and the Acquisition Supplemental Agreement.
2. "THAT subject to the passing of Ordinary Resolution no. 1 set out in the
notice convening the Extraordinary General Meeting at which this Resolution
is proposed, the authorised share capital of the Company be and is hereby
increased from HK$30,000,000 to HK$1,600,000,000 by the creation of
157,000,000,000 new shares of HK$0.0l each."
3. "THAT subject to the passing of Ordinary Resolution no. 1 set out in the
notice convening the Extraordinary General Meeting at which this Resolution
is proposed, the waiver pursuant to Note 1 of the Notes on dispensations
from Rule 26 of the Hong Kong Code on Takeovers and Mergers waiving any
obligation on the part of PCRD and PCG (both as defined in Ordinary
Resolution no. 1 set out in the notice convening the Extraordinary General
Meeting at which this Resolution is proposed) and parties acting in concert
with either of them to make a mandatory general offer for all the shares in
the capital of the Company which would otherwise arise as a result of the
allotment and issue of the Consideration Shares (as defined in Ordinary
Resolution no. 1 set out in the notice convening the Extraordinary General
Meeting at which this Resolution is proposed) to PCRD and PCG (both as
defined in the Ordinary Resolution no. 1 set out in the notice convening
the Extraordinary General Meeting at which this Resolution is proposed),
pursuant to the Acquisition referred to in Ordinary Resolution no. 1 set
out in the notice convening the Extraordinary General Meeting at which this
Resolution is proposed, be and is hereby approved.
4. "THAT subject to the passing of Ordinary Resolution no. 1 set out in the
notice convening the Extraordinary General Meeting at which this Resolution
is proposed, the Disposals (as defined and described in the Listing
Document referred to in Ordinary Resolution no. 1 set out in the notice
convening the Extraordinary General Meeting at which this Resolution is
proposed) pursuant to the Asset Disposal Agreement, the Asset Disposal
Supplemental Agreement, the Indebtedness Disposal Agreement and the
Indebtedness Disposal Supplemental Agreement (each as defined and described
in the Listing Document), copies of which have been produced to this
meeting marked "F", "G", "H" and "I" respectively, and the Special Deal
Consent (as defined in the Listing Document), be and are hereby approved."
5. "THAT subject to the passing of Ordinary Resolutions no. 1 to no. 4 set out
in the notice convening the Extraordinary General Meeting at which this
Resolution is proposed,
(a) the Company's issued and unissued shares of HK$0.01 each be
consolidated on the basis of every five issued shares being
consolidated into one Consolidated Share (as defined in the Listing
Document referred to in Ordinary Resolution no. 1 set out in the
notice convening the Extraordinary General Meeting at which this
Resolution is proposed) and every five unissued share being
consolidated into one Consolidated Share (as defined in Ordinary
Resolution no. 1 set out in the notice convening the Extraordinary
General Meeting at which this Resolution is proposed);
(b) all of the Consolidated Shares (as defined in the Ordinary Resolution
no. 1 set out in the notice convening the Extraordinary General
Meeting at which this Resolution is proposed) shall rank pari passu in
all respects and have the rights and privileges and be subject to the
restrictions contained in the articles of association of the Company;
(c) any fractional entitlements to Consolidated Shares shall be aggregated
and sold for the benefit of the Company by a person appointed by the
Directors; and
(d) the Directors be authorised generally to do all things necessary or
expedient in their opinion to effect and implement any of the
foregoing.
6. "THAT
(a) subject to:
(i) the passing of Ordinary Resolutions no. 1 to no. 5 set out in the
notice convening the Extraordinary General Meeting at which this
Resolution is proposed; and
(ii) paragraphs (b) and (c) of this Resolution, the Directors be and
are hereby granted an unconditional general mandate to allot,
issue and deal with additional shares in the capital of the
Company and to allot, issue or grant securities convertible into
such shares, or options, warrants or similar rights to subscribe
for any shares in the Company or such convertible securities and
to make or grant offers, agreements and options in respect
thereof;
(b) such mandate shall not extend beyond the Relevant Period save that the
Directors may during the Relevant Period make or grant offers,
agreements and options which might require the exercise of such power
after the end of the Relevant Period;
(c) "THAT the aggregate nominal amount of share capital allotted or agreed
conditionally or unconditionally to be allotted (whether pursuant to
an option or otherwise) by the Directors pursuant to paragraph (a)
above, otherwise than pursuant to:
(i) a rights issue;
(ii) the exercise of rights of subscription or conversion under the
terms of any warrants issued by the Company or any securities
which are convertible into shares of the Company;
(iii) the exercise of the subscription rights under any option scheme
or similar arrangement for the time being adopted for the grant
or issue to officers and/or employees of the Company and/or any
of its subsidiaries of shares or rights to acquire shares of the
Company; or
(iv) any scrip dividend or similar arrangement providing for the
allotment of shares in lieu of the whole or part of a dividend on
shares of the Company in accordance with the articles of
association of the Company, shall not exceed 20% of the aggregate
nominal amount of the share capital of the Company in issue
immediately following the issue and allotment of the Placing
Shares and the Consideration Shares (each as defined in Ordinary
Resolution no. 1 set out in the notice convening the
Extraordinary General Meeting at which this Resolution is
proposed);
(d) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution
up to:
(i) the conclusion of the next Annual General Meeting of the Company;
(ii) the expiration of the period within which the next Annual General
Meeting of the Company is required by any applicable law or the
articles of association of the Company to be held; and
(iii) the revocation or variation of the authority given under this
Resolution by an ordinary resolution of the shareholders of the
Company in general meeting,
whichever is the earliest; and
"rights issue" means an offer of shares open for a period fixed by the
Directors to holders of shares on the register on a fixed record date
in proportion to their then holdings of such shares (subject to such
exclusions or other arrangements as the Directors may deem necessary
or expedient in relation to fractional entitlements or having regard
to any restrictions or obligations under the laws of, or the
requirements of any recognised regulatory body or any stock exchange
in, any territory outside Hong Kong); and
(e) the general mandate granted to the Directors to exercise the powers of
the Company to allot, issue and otherwise deal with additional shares
and other securities of the Company pursuant to the ordinary
resolution passed by the shareholders of the Company at the Annual
General Meeting held on 25th June, 1999 be and is hereby revoked".
7. "THAT
(a) subject to:
(i) the passing of Ordinary Resolutions no. 1 to no. 6 set out in the
notice convening the Extraordinary General Meeting at which this
Resolution is proposed; and
(ii) paragraph (b) of this Resolution,
the Directors be and are hereby granted an unconditional general
mandate to repurchase on The Stock Exchange of Hong Kong Limited
("Stock Exchange"), or any other stock exchange on which the
securities of the Company may be listed and recognised by the
Securities and Futures Commission of Hong Kong and the Stock Exchange
for this purpose, securities in the Company and that the exercise by
the Directors of all powers of the Company to repurchase such
securities, subject to and in
accordance with all applicable laws and the requirements of the
Listing Rules or of any other stock exchange as amended from time to
time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which may be
repurchased by the Company pursuant to the approval in paragraph (a)
above during the Relevant Period shall not exceed 10% of the aggregate
nominal amount of the share capital of the Company in issue
immediately following the issue and allotment of the Consideration
Shares and the Placing Shares (each as defined in Ordinary Resolution
no. 1 set out in the notice convening the Extraordinary General
Meeting at which this Resolution is proposed);
(c) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this Resolution
up to:
(i) the conclusion of the next Annual General Meeting of the Company;
(ii) the expiration of the period within which the next Annual General
Meeting of the Company is required by any applicable law or the
articles of association of the Company to be held; and
(iii) the revocation or variation of the authority given under this
Resolution by an ordinary resolution of the shareholders of the
Company in general meeting,
whichever is the earliest; and
(d) the general mandate granted to the Directors to exercise the powers of
the Company to repurchase securities of the Company pursuant to the
ordinary resolution passed by the shareholders at the Annual General
Meeting held on 25th June, 1999 be and is hereby revoked".
8. "THAT subject to the passing of Ordinary Resolution no. 7 set out in the
notice convening the Extraordinary General Meeting at which this Resolution
is proposed, the aggregate nominal amount of share capital of the Company
that
may be allotted or agreed conditionally or unconditionally to be allotted
by the Directors pursuant to and in accordance with the mandate granted
under Ordinary Resolution no. 6 set out in the notice convening the
Extraordinary General Meeting at which this Resolution is proposed be and
is hereby increased and extended by the addition of the aggregate nominal
amount of the shares in the capital of the Company which may be repurchased
by the Company pursuant to and in accordance with the mandate granted under
Ordinary Resolution no. 7 set out in the notice convening the Extraordinary
General Meeting at which this Resolution is proposed, provided that such
amount shall not exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue immediately following the issue and
allotment of the Consideration Shares and the Placing Shares (each as
defined in the Ordinary Resolution no. 1 set out in the notice convening
the Extraordinary General Meeting at which this Resolution is proposed).
9. "THAT subject to:-
(a) the passing of Ordinary Resolution no. 1 set out in the notice
convening the Extraordinary General Meeting at which this Resolution
is proposed and;
(b) the approval of the Stock Exchange,
the employee share option scheme of the Company adopted on 20th September,
1994 and amended on 22nd December, 1995 be and is hereby amended as
follows:-
- by deleting the words "the period commencing twelve months of the
Commencement Date" in the definition of "Option Period" in the
employee share option scheme and replacing them with "the period
commencing on the Commencement Date";
- by deleting the entire existing sub-paragraph (i) from paragraph 6(C)
thereof and re-numbering the existing sub-paragraph 6(C)(ii) as
6(C)(i);
- by re-numbering the existing paragraph 6(C)(iii) as paragraph
6(C)(ii);
- by re-numbering the existing paragraph 6(C)(iv) as paragraph
6(C)(iii);
- by amending every reference to paragraph 6(C)(ii) to paragraph
6(C)(i), amending every reference to paragraph 6(C)(iii) to 6(C)(ii)
and amending every reference to paragraph 6(C)(iv) to 6(C)(iii).
(SD.) Ma Wai Man, Xxxxxxxxx
............................
CHAIRMAN
TRICOM HOLDINGS LIMITED
(Incorporated in Hong Kong with limited liability)
ORDINARY RESOLUTION
---------------------------------------
Passed on the 29th June, 1998
---------------------------------------
At an Extraordinary General Meeting of the Company duly convened and held at
Coral Room II, 3rd Floor, Furama Hotel, One Connaught Road Central, Hong Kong,
on Monday, 29th June, 1998 at 9:45 a.m., the following resolution was duly
passed as an Ordinary Resolution:-
"THAT subject to and conditional upon the Listing Committee of The Stock
Exchange of Hong Kong Limited granting the listing of, and permission to deal
in, the shares of the Company in their subdivided form, every share of HK$0.10
each in the issued and unissued share capital of the Company be and is hereby
subdivided into ten shares of HK$0.01 each with effect from 30th June, 1998."
(Sd.) Sum Mun Kid Xxxxxxxxx
............................
Chairman of the Meeting
--------------------------------------------------------------------------------
MEMORANDUM
(Incorporating all changes made on or before 7th January, 2003)
AND
ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 20th September,
1994 and amended by Special Resolution passed on 7th
January, 2003)
OF
PCCW LIMITED
[Chinese text omitted]
Incorporated the 24th day of April, 1979
--------------------------------------------------------------------------------
THE COMPANIES ORDINANCE (Chapter 32)
--------------------------------
Company Limited by Shares
--------------------------------
MEMORANDUM OF ASSOCIATION
(Incorporating all changes made on or before 7th January, 2003)
OF
PCCW LIMITED
[Chinese text omitted]
First: - The name of the Company is "PCCW LIMITED [Chinese text omitted]"
(as amended by Special Resolutions dated 4th September, 1982, 1st April, 1989,
30th December, 1991, 29th July, 1999, 5th December, 2000 and 31st July, 2002).
Second: - The Registered Office of the Company will be situate in the
Colony of Hong Kong.
Third: - The objects for which the Company is established are:-
(a) To carry on the business of a holding company in all its branches and
to co-ordinate the policy and administration of any subsidiary company
or companies or of any group of companies of which the Company or any
subsidiary company is a member or which are in any manner controlled
by the Company.
(b) To manufacture, buy, sell, repair, alter and otherwise deal in all
kinds of telephones, dialphones, cordless phones, all kinds of
telecommunication equipment, and all other electrical, electronic and
other contrivances for transmitting messages by any means; and
computers microprocessors, audio and video tapes recordings and tapes,
radios, movie cameras, magnetic tapes and any other electronic
equipment, hardwares and accessories of all kinds and to develop,
purchase, lease, sell or otherwise deal in systems, programmes and
equipment of any kind for use in connection with data processing,
information, storage retrieval, analysis and computer services. To
carry on the business of an Investment and
Holding Company and to undertake and to transact all kinds of
investment and agency business. (As amended by Special Resolution
dated 12th July, 1985)
(c) To take, or acquire by subscription, purchase or otherwise, and
accept, take, hold and sell shares, stocks, debentures or debenture
stocks or any interest whatsoever in any company, or undertaking
irrespective of whether the objects of which shall be similar to those
of this Company or not.
(d) To hold in trust as trustees or nominees of any person or persons,
company, corporation, or any charitable or other institution in any
part of the world and whether incorporated or not and to manage, deal
with and turn to account, any real and personal property of any kind,
and in particular, shares, stocks, debentures, debenture stock, notes,
securities, options, policies, book debts, claims and
choses-in-action, lands, buildings, hereditaments, business concerns
and undertakings, mortgages, charges, annuities, patents, licences,
and any interest in any real or personal property, and any claims
against such property or against any person, firm or corporation.
(e) To carry on business as capitalists, financiers, concessionaires, and
general merchants, and to undertake and carry on and execute all kinds
of financial and commercial trading and other operations, and to
advance, deposit, or lend money, securities, and property to and with
such persons and on such terms as may seem expedient, to discount,
buy, sell and deal in currencies, bills, notes, warrants, coupons, and
other negotiable or transferable securities or documents.
(f) To lend money to such persons or companies and on such terms as may
seem expedient, and in particular to customers and others having
dealings with the Company, and to guarantee the performance of
contracts by any such persons or companies, and/or to advance and lend
money on the security of land, buildings, hereditaments and premises
of any tenure or description, shares, securities, merchandise and
other property upon such terms as may be arranged, and in particular
so that any loan including interest thereon may by made repayable by
monthly or quarterly instalments or otherwise.
(g) To give guarantees or indemnities (except fire and marine insurance
indemnities) or provide security for any purpose whatsoever, with or
without the Company's receiving any consideration or advantage
therefor, and whether jointly or jointly and severally with any other
person, firm or company, and in particular (without prejudice to the
generality of the foregoing) to guarantee, give indemnities for,
support or secure, with or without consideration, whether by personal
obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled
capital of the Company or by both such methods or in any other manner,
the performance of any contract, obligations or commitments of, and
the repayment or payment of the principal amounts of and any premiums,
interest, dividends and other moneys payable on or in respect of any
securities or liabilities of any person, firm or company including
(without prejudice to the generality of the foregoing) any company
which is for the time being a subsidiary or a holding company of the
Company or another subsidiary of a holding company of the Company or
otherwise associated with the Company.
(h) To receive valuables or money on deposit with or without allowance of
interest thereon.
(i) To act as agents for the investment, loan, payment, transmission, and
collection of money, and for the purchase, sale, improvement,
development and management of property including business concerns and
undertakings, and generally to transact and undertake all kinds of
agency business, whether in respect of commercial, or financial
matters, and to guarantee and become liable for the payment of money
or for the performance of any obligations, and to transact all kinds
of agency business, either gratuitously or otherwise.
(j) To undertake and execute any trusts, the undertaking whereof may seem
desirable, and also to undertake the office of executor,
administrator, treasurer or registrar, and to keep for any company,
government, authority or body, any register relating to any stocks,
funds, shares or securities, or to undertake any duties in relation to
the registration of transfers, the issue of certificates or otherwise.
(k) To borrow or raise or secure the payment of money in such manner as
the Company may think fit and to secure the same or the repayment or
performance of any debt, liability, contract, guarantee or other
engagement incurred or to be entered into by the Company in any
way/and in particular by the issue of debentures perpetual or
otherwise, charged upon all or any of the Company's property (both
present and future), including its uncalled capital; and to purchase,
redeem, or pay off any such securities.
(l) To stand surety for or to guarantee, support or secure the performance
of all or any of the obligations of any person, firm or company
whether jointly with any other person, firm or company and/or
severally and whether by personal covenant or by mortgage, charge or
lien upon the whole or any part of the undertaking, property and
assets of the Company, both present and future, including its uncalled
capital or by both such methods; and in particular but without
limiting the generality of the foregoing, to guarantee, support or
secure whether jointly with any other person, firm or company and/on
severally and whether by personal covenant or by any such mortgage,
charge or lien or by both such methods the performance of all or any
of the obligations (including the repayment or payment of the
principal and premium of and interest on any securities) of any
company which is for the time being the Company's holding company (as
such term is defined and used in the Companies Ordinance) or another
subsidiary (as defined by the said Ordinance) of any such holding
company.
(m) To carry on in any part of the world all or any of the businesses of
importers, exporters, general traders, commission agents, indent
agents, forwarding agents, gem merchants, jewellers, goldsmiths,
silversmiths, watch and clock makers, electro-platers, dressing-bag
makers, carriers, tourist agents and contractors, warehousemen,
tobacco and cigar merchants, agents for theatrical and opera box
office, advertising contractors and agents, and holders of exhibition,
and to buy, sell, import, export, manufacture, manipulate, turn to
account and prepare for market, and deal in goods, wares, materials
provisions, produce, merchandise, commodities, substances, articles
and chattels of all kinds, both wholesale and retail, and to transact
every kind of agency business and to undertake the business of
manufacturers' representatives.
(n) To carry on the business of hotel, restaurant, cafe, tavern,
beerhouse, refreshment room, billiard room, pin-ball room, automatic
machine games centres, boarding house and lodging house keepers,
shop-keepers, shop-owners, house-owners, publicans, licensed
victualler, wine, beer and spirit merchants, brewers, maltsters,
distillers, importers and manufacturers of and dealers in aerated,
mineral and artificial waters and other drinks, tourism, money
changer, caterers for public amusements generally, proprietors of
motor and other vehicles, garage proprietors, bakers and manufacturers
of and dealers in bread, pastry, flour, biscuits and farinaceous
compounds and materials of every description, confectioners, butchers,
milk sellers, butter sellers, grocers, poulterers and green-grocers,
hair-dressers, perfumers, chemists, dressing rooms, grounds and places
of amusement, recreation, sport, entertainment and instruction of all
kinds, tobacco and cigar merchants, agents for railway, shipping and
airlines companies entrepreneurs and general agents, and rental
collectors and agent for land and establishment and other business
which may now and at any future times be conveniently carried on in
connection therewith.
(o) To carry on all or any of the businesses of ship-owners, shipbrokers,
insurance brokers, shipping agents, managers of shipping property,
freight contractors, carriers by lands, water and air, barge owners,
lightermen, forwarding agents, ice merchants, refrigerating
storekeepers, warehousemen, wharfingers, godownkeepers, commission
agents and general traders.
(p) To acquire by purchase, lease, exchange, or otherwise, land,
buildings, hereditaments and premise of any tenure or description and
any estate or interest therein, and any rights over or connected with
such land, buildings, hereditaments and premises, and to develop and
turn the same to account as may seem expedient.
(q) To develop and turn to account any land acquired by the Company or in
which it is interested, and in particular by laying out and preparing
the same for building purposes, erecting, constructing altering,
pulling down, demolishing, decorating, maintaining, keeping in repair,
fitting up and improving any buildings and by paving, draining,
letting on building lease or building agreement, and by advancing
money to and entering into contracts and agreements of all kinds with
developers, and investment companies, land mortgage companies,
building estate companies, bankers, financiers, builders, owners,
tenants and others.
(r) To manage, maintain, improve and develop all or any part of the
property, land, building or buildings of the Company and to operate or
use in conjunction or co-ownership with others, lease, mortgage,
underlet, exchange, surrender, sell, turn to account or otherwise deal
with and dispose of the same or any part or parts thereof or interest
thereon, for such consideration and on such terms and conditions as
the Company may think fit, and, in particular, for shares, debentures
or securities of any company purchasing or acquiring any interest in
the same.
(s) For any of the purposes herein to apply to any Court of Tribunal or
other appropriate authority for an order to exclude any building,
hereditament or premises from the further applications of the Landlord
and Tenant Ordinance or any legislation in substitution therefor or in
amendment thereto.
(t) To manage land, buildings, and other property whether belonging to the
Company or not, and to collect rents and income and to supply tenants
and occupiers and others with such conveniences and advantages as may
seem expedient and generally to undertake the business of and act as
land and estate agents.
(u) To carry on the business of builders and building contractors, marine,
civil engineering, piling and foundation contractors and dealers in
and suppliers of building materials of all descriptions and kinds.
(v) To build, establish, maintain, operate, own and carry on the business
of factories of all kinds.
(w) To establish, construct, improve, maintain, develop, manage, work,
control, carry out, and superintend bonded warehouses, warehouses,
godowns, stores, shops, offices, flats, houses, buildings, and other
works and conveniences of all kinds which may seem calculated directly
or indirectly to advance the Company's interests or conducive to the
objects of the Company, and to contribute or otherwise assist or take
part in the construction, maintenance, development, management,
carrying out, working, control and superintendence thereof.
(x) To finance and take part in the flotation and registration of any
company or corporation and the placing of its capital or securities or
other issues and in particular but so as not to limit the generality
of the foregoing to promote or join in the promotion of any subsidiary
or other company having objects wholly or in part similar to those of
this Company, or whose objects shall include the acquisition and the
taking over of all or any of the assets and liabilities of or shall be
in any manner calculated to advance directly or indirectly the objects
or interests of the Company and to subscribe for, acquire and hold
shares, stocks or securities of, and guarantee the payment of any
securities issued by any such company.
(y) To act as directors, general managers, managers, or secretaries of any
firm, company or corporation.
(z) To manage, supervise or control the business, property or operation of
any person, firm, company, institution, organisation or body of
persons and for any such purpose to appoint and remunerate lawyers,
accountants, or other advisers or agents.
(aa) To sell, mortgage, charge, lease or let, accept surrender of, divide,
or make partition of, exchange, surrender to any government or
authorities supreme, municipal, local or otherwise, or to any other
person or persons, or to grant rights of way over all or any of the
lands, hereditaments and premises of the Company or any part or part
thereof respectively.
(bb) To purchase or otherwise acquire any interests in any patents, brevets
d' invention, licences, concessions, and the like conferring and
exclusive or non-exclusive or limited right to use, or any secret or
other information as to any invention which may seem capable of being
used for any of the
purposes of the Company and to use, exercise, develop, grant licences
in respect of, or otherwise to turn to account any such patents,
brevets d'invention, licences, concessions, and the like and
information aforesaid.
(cc) To carry on any other businesses whatsoever, and in particular but so
as not to limit the generality of the foregoing such other business or
businesses as may seem to the Company capable of being conveniently
carried on in connection with the business of the Company, or
calculated directly or indirectly to enhance the value of or render
profitable any of the Company's properties or rights.
(dd) To acquire, and undertake the whole or any part of the business,
property, and liabilities of any person, firm or company carrying on
any business which the Company is authorised to carry on, or possessed
of property suitable for the purposes of this Company.
(ee) To enter into partnership or into any arrangement for sharing profits,
union of interests, cooperation, joint venture, reciprocal concession,
or otherwise, with any person or company carrying on or engaged in, or
any business or transaction capable of being conducted so as directly
or indirectly to benefit this Company. And to lend money to, guarantee
the contracts of, or otherwise assist, any such person or company, and
to take or otherwise acquire shares and securities of any such company
and to sell, hold, re-issue, with or without guarantee, or otherwise
deal with the same.
(ff) To enter into any arrangements with any governments or authorities,
supreme, municipal, local or otherwise that may seem conducive to the
Company's objects, or any of them, and to obtain from any such
government or authority, any rights, privileges, and concessions which
the Company may think it desirable to obtain, and to carry out,
exercise, and comply with any such arrangements, rights, privileges
and concessions.
(gg) To establish and support or aid in the establishment and support of
associations, institutions, funds, trusts, and conveniences calculated
to benefit employees or ex-employees dependants or connections of such
persons, and to grant pensions and allowances, and to make payments
towards insurance, and to subscribe or guarantee money for charitable
or benevolent objects, or for any exhibition, or for any public,
general or useful objects.
(hh) To promote any company or companies for the purpose of acquiring all
or any of the property, rights and liabilities of this Company, or for
any other purpose which may seem directly or indirectly calculated to
benefit this Company.
(ii) To purchase, sell, exchange, surrender, lease, mortgage, charge,
convert, or otherwise deal in property and rights of all kinds, and in
particular mortgages, produce, stock-in-trade, plant, machinery,
concessions, options, contracts, trade marks, patents, inventions,
annuities, licences, copyrights, book debts, claims, privileges and
choses in action of all kinds.
(jj) To remunerate any person or company for services rendered, or to be
rendered, in placing or assisting to place or guaranteeing the placing
of any of the shares in the Company's capital, or any debentures,
debenture stock, or other securities of the Company or in or about the
formation or promotion of the Company or the conduct of its business.
(kk) To draw, make, accept, indorse, discount, execute, and issue
promissory notes, bills of exchange, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
(ll) To sell or dispose of the undertaking of the Company or any part
thereof for such consideration as the Company may think fit to accept,
and in particular for shares, debentures or securities of any other
company having object altogether or in part similar to those of this
Company.
(mm) To pay for all or any part of the property, rights or interest of any
kind purchased or acquired by the Company either in shares or in cash
or partly in shares or partly in cash, or in any other manner.
(nn) To issue and allot fully or partly paid shares in the capital of the
Company in payment or part payment of any real or personal property
purchased or otherwise acquired by the Company or any services
rendered to the Company.
(oo) To obtain all powers and authorities necessary for enabling the
Company to carry any of its objects into effect, or for effecting any
modification of the Company's constitution, or for any other purpose
which may seem expedient, and to oppose any proceedings, or
applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
(pp) To procure the Company to be registered or recognized in any country
or place outside Hong Kong.
(qq) To establish branches, agencies and/or local boards in any place in
Hong Kong and elsewhere abroad as the Company may from time to time
think fit and the same to regulate, direct and discontinue, dispose
of, or otherwise deal with as may seem expedient.
(rr) To pay all costs, charges and expenses incurred or sustained in or
about the promotion and establishment of the Company or which the
Company shall consider to be preliminary, including therein the cost
of advertising, commission for underwriting, brokerage, printing and
stationery and expenses attendant upon the formation of agencies or
local boards.
(ss) To amalgamate with any other company having objects altogether or in
part similar to those of this Company.
(tt) To distribute in specie or otherwise as may be resolved any property
or assets of the Company among its members and particularly the
shares, debentures or other securities of any other company formed to
take over the whole or any part of the assets or liabilities of this
Company.
(uu) To sell, improve, manage, develop, exchange, lease, mortgage,
enfranchise, dispose of, turn to account, or otherwise deal with, all
or any part of the property and rights of the Company.
(vv) To promote freedom of contract, and to resist, insure against,
counteract and discourage interference therewith, and to subscribe to
any association or fund for any such purposes.
(ww) To do all or any of the above things in any part of the world, and as
principals, agents, contractors, trustees, or otherwise, and by or
through trustees, agents or otherwise, and either alone or in
conjunction with other or others.
(xx) To do all such other things as are incidental or conducive to the
attainment of the above objects or any of them.
And it is hereby declared that the word "company" in this clause,
except where used in reference to this Company, shall be deemed to
include any partnership or other body of persons, whether incorporated
or not incorporated, and wheresoever domiciled, and the intention is
that the objects specified in each paragraph of this clause shall be
regarded as independent objects and shall except where otherwise
expressed in such paragraph, be in nowise limited or restricted by
reference to or inference from the terms of any other paragraph or
name of the Company.
Fourth: - The liability of the members of the Company is limited.
Fifth: - The capital of the Company is 14,250,000 Hong Kong Currency,
divided into 14,250,000 shares of $1.00 each. (As amended by ordinary
resolutions dated 2nd May, 1985, 5th December, 0000, 00xx Xxxxx, 0000, 00xx May,
1987 and 9th May, 1988)
Notes
(1) The authorised share capital of the Company was increased to HK$17,000,000
divided into 17,000,000 ordinary shares of HK$1.00 each pursuant to an
ordinary resolution passed on 30th December, 1991.
(2) The authorised share capital of the Company was increased to HK$22,000,000
divided into 22,000,000 ordinary shares of HK1.00 each pursuant to an
ordinary resolution passed on 8th October, 1992.
(3) Pursuant to the ordinary resolutions passed on 20th September, 1994:
(a) every ordinary share of HK$1.00 each in the issued and unissued share
capital of the Company was subdivided into ten ordinary shares of
HK$0.10 each; and
(b) the authorised share capital of the Company was increased to
HK$30,000,000 divided into 300,000,000 ordinary shares of HK$0.10
each.
(4) Pursuant to an ordinary resolution passed on 29th June, 1998, every
ordinary share of HK$0.10 each in the issued and unissued share capital of
the Company was subdivided into ten ordinary shares of HK$0.01 each
effective 30th June, 1998.
(5) Pursuant to the ordinary resolutions passed on 29th July, 1999:
(a) the authorised share capital of the Company was increased to
HK$1,600,000,000 divided into 160,000,000,000 ordinary shares of
HK$0.01 each; and
(b) every five ordinary shares of HK$0.01 each in the issued and unissued
share capital of the Company were consolidated into one ordinary share
of HK$0.05 each effective 3rd August, 1999.
(6) Pursuant to an ordinary resolution passed on 7th January, 2003, every five
ordinary shares of HK$0.05 each in the issued and unissued share capital of
the Company were consolidated into one ordinary share of HK$0.25 effective
8th January, 2003 such that the authorised share capital of the Company on
8th January, 2003 was HK$1,600,000,000 divided into 6,400,000,000 ordinary
shares of HK$0.25 each.
Sixth: - The capital of the Company may be increased, and any of the
original shares and any new shares, from time to time to be created, may, from
time to time, be divided into such classes with such preferential, deferred, or
special rights, privileges or conditions and other special incidents as may be
prescribed or in accordance with the Articles of Association and Regulations of
the Company for the time being or otherwise.
Dividends may be paid in cash or by the distributions of specific assets or
otherwise as provided by the Articles of Association of the Company and/or
Regulations of the Company for the time being or otherwise.
We, the several persons, whose names, addresses and descriptions are hereto
subscribed, are desirous of being formed into a Company in pursuance of this
Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite to our respective names:-
--------------------------------------------------------------------------------
Number of Shares
Name, Addresses and Descriptions of Subscribers taken by each Subscriber
--------------------------------------------------------------------------------
(SD.) Chong Yet Sing [Chinese text omitted] One
00, Xxxxxxx Xxxx Xxxx,
Xxxx 0X,
Xxxx Xxxx.
Merchant
(SD.) Xxxxx Xxx Xxxxx [Chinese text omitted] One
00, Xxxxxxx Xxxx Xxxx,
Xxxx 0X,
Xxxx Xxxx.
Merchant
--------------------------------------------------------------------------------
Total Number of Shares Taken Two
--------------------------------------------------------------------------------
Dated the 7th day of April, 1979.
WITNESS to the above signatures:
(SD.) XXXXX XX
Secretary
904 China Underwriters Life Building,
00-00 Xxx Xxxxx Xxxx, Xxxxxxx,
Xxxx Xxxx.
THE COMPANIES ORDINANCE (CHAPTER 32)
--------------------------------
Company Limited by Shares
--------------------------------
ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 20th
September, 1994 and amended by Special Resolution
passed on 7th January, 2003)
OF
PCCW LIMITED
[Chinese text omitted]
--------------------------------
TABLE A
1. The regulations contained in Table A in the First Schedule to the Companies Other regulations
Ordinance shall not apply to the Company. excluded.
INTERPRETATION
2. The marginal notes to these Articles shall not be deemed to be part of Interpretation.
these Articles and shall not affect their interpretation and in the
interpretation of these Articles, unless there be something in the subject
or context inconsistent therewith:-
"Annual Report" shall include a consolidated profit and loss account for Annual Report.
the period, in the case of the first account, since the incorporation of
the Company and, in any other case, since the preceding account, together
with a consolidated balance sheet as at the date to which the consolidated
profit and loss account is made up and a Directors' report with respect to
the consolidated profit or loss of the Company for the period covered by
the profit and loss account and the state of the Company's affairs as at
the end of such period, and an Auditors' report on such accounts prepared
pursuant to Article 158;
"these Articles" or "these presents" shall mean these Articles of these Articles.
Association in their present form and all supplementary, amended or these presents.
substituted articles for the time being in force;
"associate" in relation to any Director, shall mean:- associate.
(i) his spouse and any child or step-child under the age of 18 years of
the Director or of his spouse ("family interests"); and
(ii) the trustees, acting in their capacity as such trustees, of any trust
of which he or any of his family interests is a beneficiary or, in the
case of a discretionary trust, is a discretionary object; and
(iii) any company in the equity capital of which he and/or his family
interests taken together are directly or indirectly interested so as
to exercise or control the exercise of 35 per cent. (or such lower
amount as may from time to time be specified in the Hong Kong Code on
Takeovers and Mergers and Share Repurchases as being the level for
triggering a mandatory general offer) or more of the voting power at
general meetings, or to control the composition of a majority of the
Board of Directors and any other company which is its subsidiary or
holding company or a fellow subsidiary or any such holding company;
"Auditors" shall mean the persons for the time being performing the duties Auditors.
of that office;
"the Board" or "the Directors" shall mean the Directors from time to time the Board.
of the Company or (as the context may require) the majority of Directors the Director.
present and voting at a meeting of the Directors;
"call" shall include any instalment of a call; call.
"capital" shall mean the share capital from time to time of the Company; capital.
"the Chairman" shall mean the Chairman presiding at any meeting of members the Chairman.
or of the Board;
"the Company" or "this Company" shall mean the abovenamed Company; the Company.
"the Companies Ordinance" or "the Ordinance" shall mean the Companies the Companies
Ordinance (Chapter 32 of the laws of Hong Kong) and any amendments thereto Ordinance.
or re-enactment thereof for the time being in force and includes every the Ordinance.
other ordinance incorporated therewith or substituted therefor and in the
case of any such substitution the references in these Articles to the
provisions of the Ordinance shall be read as references to the provisions
substituted therefor in the new Ordinance;
"Corporate Communication" shall mean any information issued or to be issued Corporate
by the Company to its members for their information or action and shall Communication.
have the meaning ascribed to it in the Listing Rules and shall include but
not be limited to:
(1) the Annual Report;
(2) the interim report;
(3) the summary financial report;
(4) notice of meetings;
(5) listing documents; and
(6) any circulars or other documents required by the Listing Rules to be
sent to the Company's members.
"dividend" shall include scrip dividends, distributions in specie or in dividend.
kind, capital distributions and capitalisation issues, if not inconsistent
with the subject or context;
"dollars" shall mean dollars in the lawful currency of Hong Kong; dollars.
"electronic communication" shall mean any Corporate Communication sent by electronic
electronic means; communication
"electronic means" shall mean the transmission of any Corporate electronic
Communication from the Company in any form through any medium (including means.
but not limited to electronic mail or publication on the Company's website,
or
publication on the Company's computer network or publication on the website
of The Stock Exchange of Hong Kong Limited or the website of any stock
exchange on which any securities of the company are listed and/or permitted
to be dealt in);
"Electronic Signature" shall mean an electronic symbol or process attached Electronic
to or logically associated with an electronic communication and executed or Signature.
adopted by a person with the intent to sign the electronic communication;
"Listing Rules" shall mean the Rules Governing the Listing of Securities on Listing
The Stock Exchange of Hong Kong Limited as amended from time to time; Rules.
"month" shall mean a calendar month; month.
"newspaper" shall mean a newspaper published daily and circulating newspaper.
generally in Hong Kong and specified in the list of newspapers issued and
published in the Gazette for the purposes of Section 71A of the Companies
Ordinance by the Secretary for administrative service and information;
"the register" shall mean the register of members and includes any branch the register.
register to be kept pursuant to the provisions of the Companies Ordinance;
"seal" shall mean the common seal from time to time of the Company and seal.
includes, unless the context otherwise requires, any official seal that the
Company may have as permitted by these Articles and the Ordinance;
"Secretary" shall mean the person for the time being performing the duties Secretary.
of that office;
"share" shall mean share in the capital of the Company and includes stock share.
except where a distinction between stock and shares is expressed or
implied;
"shareholders" or "members" shall mean the duly registered holders from shareholders.
time to time of the shares in the capital of the Company; members.
"summary financial report" shall have the meaning as set out under section summary
2(1) of the Companies Ordinance; financial
report.
"writing" or "printing" shall include writing, printing, lithography, writing.
photography, typewriting and every other mode of representing words of printing.
figures in a legible and non-transitory form and, only where used in
connection with a notice served by the Company by electronic means on
members or other persons entitled to receive notices hereunder, shall also
include a record maintained through an electronic medium which is
accessible in visible form so as to be useable for subsequent reference;
words denoting the singular shall include the plural and words denoting the singular and
plural shall include the singular; plural.
words importing any gender shall include every gender; and gender.
words importing person shall include partnerships, firms, companies and person.
corporations. companies.
Subject as aforesaid, any words or expressions defined in the Ordinance Ordinance to
(except any statutory modification thereof not in force when these Articles bear same
become binding on the Company) shall, if not inconsistent with the subject meaning
and/or context, bear the same meaning in these Articles, save that in Articles.
"company" shall where the context permits include any company incorporated
in Hong Kong or elsewhere.
References to any Articles by number are to the particular Article of these
Articles.
3. (a) Without prejudice to any special rights previously conferred on the Issue of shares.
holders of existing shares, any share may be issued with such
preferred, deferred, or other special rights or privileges, or such
restrictions, whether in regard to dividend, voting, return of share
capital, or otherwise, as the Company may from time to time by
ordinary resolution determine (or, in the absence of any such
determination, as the Board may determine), and any preference share
may, with the sanction of a special resolution, be issued on the terms
that it is, or at the option of the Company is liable, to be redeemed.
(b) The Board may issue warrants to subscribe for any class of shares or Warrants.
securities of the Company on such terms as it may from time to time
determine. Where share warrants are issued to bearer, no new warrant
shall be issued to replace one that has been lost unless the Board is
satisfied beyond reasonable doubt that the original has been
destroyed.
4. If at any time the share capital is divided into different classes of How rights of
shares, the rights attached to any class (unless otherwise provided by the shares may be
terms of issue of the shares of that class) may be varied with the consent modified.
in writing of the holders of three-fourths in nominal value of the issued
shares of that class, or with the sanction of a special resolution passed
at a separate general meeting of the holders of the shares of the class. To
every such separate general meeting the provisions of these regulations
relating to general meetings shall mutatis mutandis apply, but so that the
necessary quorum shall be 2 persons at least holding or representing by
proxy or by authorised representative one-third in nominal value of the
issued shares of the class, that every holder of shares of the class shall
be entitled on a poll to one vote for every such share held by him, that
any holder of shares of the class present in person or by proxy or by
authorised representative may demand a poll and that at any adjourned
meeting of such holders one holder present in person or by proxy or by
authorised representative (whatever the number of shares held by him) shall
be a quorum.
SHARES AND INCREASE OF CAPITAL
5. The Company may exercise any powers conferred or permitted by the Ordinance Company to
or any other ordinance from time to time to acquire its own shares or to finance
give directly or indirectly, by means of a loan, guarantee, the provision purchase of
of security or otherwise, financial assistance for the purpose of or in own shares.
connection with a purchase made or to be made by any person of any shares
in the Company and should the Company acquire its own shares neither the
Company nor the Board shall be required to select the shares to be acquired
rateably or in any other particular manner as between the holders of shares
of the same class or as between them and the holders of shares of any other
class or in accordance with the rights as to dividends or capital conferred
by any class of shares provided always that any such acquisition or
financial assistance shall only be made or given in accordance with any
relevant rules or regulations issued by The Stock Exchange of Hong Kong
Limited or the Securities and Futures Commission from time to time.
6. The Company in general meeting may from time to time, whether all the Power to
shares for the time being authorised shall have been issued or all the increase
shares for the time being issued shall have been fully paid up or not, by capital.
ordinary resolution increase its share capital by the creation of new
shares, such new capital to be of such amount and to be divided into shares
of such respective amounts as the resolution shall prescribe.
7. Without prejudice to any special rights previously conferred on the holders Conditions on
of existing shares, any new shares shall be issued upon such terms and which new
conditions and with such preferred, deferred, or other special rights or shares to be
privileges, or such restrictions, whether in regard to dividend, voting, issued.
return of share capital, or otherwise, as the Company in the general
meeting resolving upon the creation thereof shall determine or, in the
absence of any such determination, as the Board may determine.
8. The Company may by ordinary resolution, before the issue of any new shares, When to be
determine that the same, or any of them, shall be offered in the first offered to
instance, and either at par or at a premium, to all the existing holders of existing
any class of shares in proportions as nearly as may be to the number of members.
shares of such class held by them respectively, or make any other
provisions as to the issue and allotment of the new shares, but in default
of any such determination, or so far as the same shall not extend, the new
shares may be dealt with as if they formed part of the shares in the
capital of the Company existing prior to the issue of the new shares.
9. Except so far as otherwise provided by the conditions of issue, or by these New shares
Articles, any capital raised by the creation of new shares shall be treated treated as
as if it formed part of the original capital of the Company, and such forming part
shares shall be subject to the provisions contained in these Articles with of original
reference to the payment of calls and instalments, transfer and capital.
transmission, forfeiture, lien, cancellation, surrender, voting and
otherwise.
10. Subject to the provisions of the Companies Ordinance (and in particular Shares at the
Section 57B thereof) and of these Articles relating to new shares, all disposal of the
unissued shares in the Company shall be at the disposal of the Board, which Board.
may offer, allot (with or without conferring a right of renunciation),
grant options over or otherwise dispose of them to such persons, at such
times, for such consideration and generally on such terms as the Board
shall in its absolute discretion think fit, but
so that no shares shall be issued at a discount, except in accordance with
the provisions of the Companies Ordinance.
11. The Company may at any time pay a commission not exceeding ten per cent. to Company may
any person for subscribing or agreeing to subscribe (whether absolutely or pay
conditionally) for any shares in the Company, or procuring or agreeing to commission.
procure subscriptions (whether absolute or conditional) for any shares in
the Company, but so that if the commission shall be paid or payable out of
capital the conditions and requirements of the Ordinance shall be observed
and complied with, and the commission shall not exceed ten per cent., in
each case, of the price at which the shares are issued.
12. If any shares in the Company are issued for the purpose of raising money to Power to
defray the expenses of the construction of any works or buildings, or the charge interest
provision of any plant which cannot be made profitable for a lengthened to capital.
period, the Company may pay interest on so much of such share capital as is
for the time being paid up for the period and subject to the conditions and
restrictions mentioned in the Ordinance, may charge the sum so paid by way
of interest to capital as part of the cost of construction of the works or
buildings, or the provision of plant.
13. Except as otherwise expressly provided by these Articles or as required Company not to
by law or as ordered by a court of competent jurisdiction, no person recognise trusts
shall be recognised by the Company as holding any share upon any trust, in respect of
and the Company shall not be bound by or be compelled in any way to shares.
recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any share or any interest in any fractional
part of a share or any other rights in respect of any share except an
absolute right to the entirety thereof in the registered holder.
REGISTER OF MEMBERS AND SHARE CERTIFICATES
14. (a) The Board shall cause to be kept a register of members, and Share register.
there shall be entered therein the particulars required under the
Companies Ordinance.
(b) Subject to the provisions of the Companies Ordinance, if the Board Branch
considers it necessary or appropriate, the Company may establish register.
and maintain a branch register of members at such location outside
Hong Kong as the Board thinks fit.
15. Every person whose name is entered as a member in the register shall be Share
entitled without payment to receive within two months after allotment or certificate.
lodgment of a transfer (or within such other period as the conditions of
issue shall provide) one certificate for all his shares or, if he shall so
request, in a case where the allotment or transfer is of a number of shares
in excess of the number for the time being forming a stock exchange board
lot, upon payment, in the case of a transfer, of such amount prescribed by
The Stock Exchange of Hong Kong Limited or such lesser sum as the Board
shall from time to time determine for every share certificate after the
first, such number of certificates for shares in stock exchange board lots
or multiples thereof as he shall request and one for the balance (if any)
of the shares in question, provided that in respect of a share or shares
held jointly by several persons the Company shall not be bound to issue a
certificate or certificates to each such person, and the issue and delivery
of a certificate or certificates to one of several joint holders shall be
sufficient delivery to all such holders.
16. Every certificate for shares or warrants or debentures or representing any Share
other form of securities of the Company shall be issued under the seal of certificates to
the Company, which for this purpose may be any official seal as permitted be sealed.
by Section 73A of the Ordinance.
17. Every share certificate hereafter issued shall specify the number and class Particulars to
of shares in respect of which it is issued and the amount paid thereon, and be specified in
may otherwise be in such form as the Board may from time to time prescribe. certificate.
18. (a) The Company shall not be bound to register more than four persons as Joint holders.
joint holders of any share.
(b) If any share shall stand in the names of two or more persons, the
person first named in the register shall be deemed the sole holder
thereof as regards service of notices and, subject to the provisions
of these Articles, all or other matters connected with the Company,
except the transfer of the share.
19. If a share certificate is defaced, lost or destroyed, it may be replaced on Replacement
payment of such fee, if any, not exceeding such amount as shall for the of share
time being be prescribed by The Stock Exchange of Hong Kong Limited and on certificates.
such terms and conditions, if any, as to publication of notices, evidence
and indemnity as
the Board thinks fit and in the case of wearing out or defacement, after
delivery up of the old certificate. In the case of destruction or loss, the
person to whom such replacement certificate is given shall also bear and
pay to the Company any exceptional costs and the reasonable out-of-pocket
expenses incidental to the investigation by the Company of the evidence of
such destruction or loss and of such indemnity.
LIEN
20. The Company shall have a first and paramount lien on every share (not being Company's
a fully paid up share) for all moneys, whether presently payable or not, lien.
called or payable at a fixed time in respect of such share; and the Company
shall also have a first and paramount lien and charge on all shares (other
than fully paid up shares) standing registered in the name of a member,
whether singly or jointly with any other person or persons, for all the
debts and liabilities of such member or his estate to the Company and
whether the same shall have been incurred before or after notice to the
Company of any equitable or other interest of any person other than such
member, and whether the period for the payment or discharge of the same
shall have actually arrived or not, and notwithstanding that the same are
joint debts or liabilities of such member or his estate and any other
person, whether a member of the Company or not. The Company's lien (if any) Lien extends to
on a share shall extend to all dividends and bonuses declared in respect dividends and
thereof. The Board may at any time either generally or in any particular bonuses.
case waive any lien that has arisen, or declare any share to be exempt
wholly or partially from the provisions of this Article.
21. The Company may sell, in such manner as the Board thinks fit, any shares on Sales of shares
which the Company has a lien, but no sale be made unless some sum in subject to lien.
respect of which the lien exists is presently payable or the liability or
engagement in respect of which such lien exists is liable to be presently
fulfilled or discharged, nor until the expiration of fourteen days after a
notice in writing, stating and demanding payment of the sum presently
payable or specifying the liability or engagement and demanding fulfilment
or discharge thereof and giving notice of intention to sell in default
shall have been given to the holder for the time being of the shares or the
person entitled by reason of his death or bankruptcy to the shares.
22. The net proceeds of such sale after the payment of the costs of such sale Application of
shall be applied in or towards payment or satisfaction of the debt or proceeds of
liability or engagement in respect whereof the lien exists, so far as the such sale.
same is presently payable, and any residue shall (subject to a like lien
for debts or liabilities not presently payable as existed upon the shares
prior to the sale) be paid to the person entitled to the shares at the time
of the sale. For giving effect to any such sale, the Board may authorise
some person to transfer the shares sold to the purchaser and may enter the
purchaser's name in the register as holder of the shares, and the purchaser
shall not be bound to see to the application of the purchase money, nor
shall his title to the shares be affected by any irregularity or invalidity
in the proceedings relating to the sale.
CALLS ON SHARES
23. The Board may from time to time make such calls as it may think fit upon Calls.
the members in respect of all moneys unpaid on the shares held by them
respectively and not by the conditions of allotment thereof made payable at
fixed times. A call may be made payable either in one sum or by
instalments. The Board may make arrangements on the issue of shares for a
difference between the shareholders in the amount of calls to be paid and
in the times of payment. The provisions of these Articles with respect to
calls may in any share incentive scheme for employees approved by the
Company be varied with respect to any shares issued pursuant to such
scheme.
24. Fourteen days' notice at least of any call shall be given specifying the Notice of call.
time and place of payment and to whom such call shall be paid.
25. A copy of the notice referred to in Article 24 shall be sent to members in Copy of notice to
the manner in which notices may be sent to members by the Company as herein be sent to members.
provided.
26. Every member upon whom a call is made shall pay the amount of every call so Every member liable
made on him to the person and at the time or times and place or places as to pay call at appointed
the Board shall appoint. time and place.
27. Notice of the person appointed to receive payment of every call and of the Notice of call
times and places appointed for payment may be given to the members by may be
notice to be inserted once in The Hongkong Government Gazette and once at advertised.
least in both an
English language newspaper in English and a Chinese language newspaper in
Chinese and/or, subject to the Listing Rules, in the manner in which
notices may be served by the Company as herein provided.
28. A call shall be deemed to have been made at the time when the resolution of When call deemed
the Board authorising such call was passed. to have been made.
29. The joint holders of a share shall be severally as well as jointly liable Liability of
for the payment of all calls and instalments due in respect of such share joint holders.
or other moneys due in respect thereof.
30. The Board may from time to time and at its absolute discretion extend the Board may
time fixed for any call, and may similarly extend such time as to all or extend time
any of the members, from whom residence outside Hong Kong or other cause fixed for call.
the Board may deem entitled to any such extension, but no member shall be
entitled to any such extension except as a matter of grace and favour.
31. If the sum payable in respect of any call or instalment is not paid on or Interest on
before the day appointed for payment thereof, the person or persons from unpaid calls.
whom the sum is due shall pay interest for the same at such rate not
exceeding twenty per cent. per annum as the Board shall fix from the day
appointed for the payment thereof to the time of the actual payment, but
the Board may in its absolute discretion waive payment of such interest
wholly or in part.
32. No member shall be entitled to receive any dividend or bonus or to be Suspension of
present and vote (save as proxy for another member) at any general meeting privileges while
either personally or by proxy, to be reckoned in a quorum, or to exercise call unpaid.
any other privilege as a member until all calls or instalments due by him
to the Company, whether alone or jointly with any other person, together
with interest and expenses (if any) shall have been paid.
33. On the trial or hearing of any action or other proceedings for the recovery Evidence in
of any money due for any call, it shall be sufficient to prove that the action for call.
name of the member sued is entered in the register as the holder, or one of
the holders, of the shares in respect of which such debt accrued, that the
resolution making the call is duly recorded in the minute book, and that
notice of such call was duly given to the member sued, in pursuance of
these Articles; and it shall not be necessary to prove the appointment of
the Directors who made such call, nor any other
matters whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.
34. Any sum which by the terms of allotment of a share is made payable upon Sums payable
allotment, or at any fixed date, whether on account of the nominal value of on allotment
the share and/or by way of premium, shall for all purposes of these deemed a call.
Articles be deemed to be a call duly made and payable on the date fixed for
payment, and in case of non-payment all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture and the like,
shall apply as if such sums had become payable by virtue of a call duly
made and notified.
35. The Board may, if it thinks fit, receive from any member willing to advance Payment of
the same, and either in money or money's worth, all or any part of the calls in advance.
money uncalled and unpaid or instalments payable upon any shares held by
him and upon all or any of the moneys so advanced the Company may pay
interest at such rate (if any) not exceeding twenty per cent. per annum as
the Board may decide provided that not until a call is made any payment in
advance of a call shall not entitled the member to receive any dividend or
to exercise any other rights or privileges as a member in respect of the
shares or the due portion of the shares upon which payment has been
advanced by such member before it is called up. The Board may at any time
repay the amount so advanced upon giving to such member not less than one
month's notice in writing of their intention in that behalf, unless before
the expiration of such notice the amount so advanced shall have been called
up on the shares in respect of which it was advanced.
TRANSFER OF SHARES
36. All transfers of shares may be effected by transfer in writing in the Form of
usual common form or in such other form as the Board may accept. All transfer.
instruments of transfer must be left at the registered office or at such
other place as the Board may appoint.
37. The instrument of transfer of any share shall be executed by or on behalf Execution of
of the transferor and by or on behalf of the transferee, and the transferor transfer.
shall be deemed to remain the holder of the share until the name of the
transferee is entered in the register in respect thereof. Nothing in these
Articles shall preclude the Board from recognising a renunciation of the
allotment or provisional allotment of any share by the allottee in favour
of some other person.
38. The Board may, in its absolute discretion, and without assigning any Board may refuse
reason, refuse to register a transfer of any share (not being a fully paid to register
up share) to a person of whom it does not approve or any share issued under transfers.
any share incentive scheme for employees upon which a restriction on
transfer imposed thereby still subsists, and it may also refuse to register
any transfer of any share to more than four joint holders or any transfer
of any share (not being a fully paid up share) on which the Company has a
lien.
39. The Board may also decline to recognise any instrument of transfer unless:- Requirements
as to transfer.
(a) a fee of such amount as shall for the time being be prescribed by The
Stock Exchange of Hong Kong Limited or such lesser sum as the Board
shall from time to time require is paid to the Company for registering
any transfer or other document relating to or affecting the title to
the shares involved or for otherwise making an entry in the register
relating to such shares;
(b) the instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the Board may
reasonably require to show the right of the transferor to make the
transfer;
(c) the instrument of transfer is in respect of only one class of shares;
(d) the shares concerned are free of any lien in favour of the Company;
and
(e) the instrument of transfer is properly stamped.
40. No transfer shall be made to an infant or to a person of unsound mind or No transfer to
under other legal disability. an infant, etc.
41. If the Board shall refuse to register a transfer of any share, it shall, Notice of
within two months after the date on which the transfer was lodged with the refusal.
Company, send notice of such refusal, as required by Section 69 of the
Ordinance.
42. Upon every transfer of shares the certificate held by the transferor shall Certificate
be given up to be cancelled, and shall forthwith be cancelled accordingly, on transfer.
and a new certificate shall be issued to the transferee in respect of the
shares transferred to him, and if any of the shares included in the
certificate so given up shall be retained by the transferor a new
certificate in respect thereof shall be issued to him. The Company shall
also retain the transfer.
43. The registration of transfers may be suspended and the register closed at When transfer
such times and for such periods as the Board may from time to time books and
determine and either generally or in respect of any class of shares, register may be
provided always that such registration shall not be suspended or the closed.
register closed for more than thirty days in any year or, with the approval
of the Company in general meeting, sixty days in any year.
TRANSMISSION OF SHARES
44. In the case of the death of a member, the survivor or survivors where the Death of
deceased was a joint holder, and the legal personal representatives of the registered
deceased where he was a sole holder, shall be the only persons recognised holder or
by the Company as having any title to his interest in the shares; but joint holder
nothing herein contained shall release the estate of a deceased holder of shares.
(whether sole or joint) from any liability in respect of any share solely
or jointly held by him.
45. Any person becoming entitled to a share in consequence of the death or Registration of
bankruptcy of a member may, upon such evidence as to his title being personal
produced as may from time to time be required by the Board, and subject as representatives
hereinafter provided elect either to be registered himself as holder of the and trustees in
share or to have some person nominated by him registered as the transferee bankruptcy.
thereof.
46. If the person so becoming entitled shall elect to be registered himself, he Notices of
shall deliver or send to the Company a notice in writing signed by him election to be
stating that he so elects. If he shall elect to have his nominee registered.
registered, he shall testify his election by executing to his nominee a
transfer of such share. All the limitations, restrictions and provisions of Registration of
these presents relating to the right to transfer and the nominee.
registration of transfers of shares shall be applicable to any such notice
or transfer as aforesaid as if the death or bankruptcy of the member had
not occurred and the notice or transfer were a transfer executed by such
member.
47. A person becoming entitled to a share by reason of the death or bankruptcy Retention of
of the holder shall be entitled to the same dividends and other advantages dividends, etc.,
to which he would be entitled if he were the registered holder of the of shares of
share. However, the Board may, if they think fit, withhold the payment of deceased or
any dividend payable or other advantages in respect of such share until bankrupt member.
such person shall become the registered holder of the share or shall have
effectually transferred such share, but, subject to the requirements of
Article 79 being met, such a person may vote at meetings.
FORFEITURE OF SHARES
48. If a member fails to pay any call or instalment of a call on the day If call or
appointed for payment thereof, the Board may, at any time thereafter during instalment not
such time as any part of the call or instalment remains unpaid, without paid notice may
prejudice to the provisions of Article 32 hereof, serve a notice on him be given.
requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued and which may still
accrue up to the date of actual payment.
49. The notice shall name a further day (not earlier than the expiration of Form of notice.
fourteen days from the date of service of the notice) on or before which
the payment required by the notice is to be made, and shall state that in
the event of non-payment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited.
50. If the requirements of any such notice as aforesaid are not complied with, If notice not
any share in respect of which the notice has been given may at any time complied with
thereafter, before the payment required by the notice has been made, be shares may be
forfeited by a resolution of the Board to that effect. Such forfeiture forfeited.
shall include all dividends and bonuses declared in respect of the
forfeited share and not actually paid before the forfeiture. The Board may
accept the surrender of any shares liable to be forfeited hereunder and in
such cases references in these Articles to forfeiture shall include
surrender.
51. Any share so forfeited shall be deemed to be the property of the Company, Forfeited share
and may be sold, re-allotted or otherwise disposed of on such terms and in to become
such manner as the Board thinks fit and at any time before a sale or property of
disposal the forfeiture may be cancelled on such terms as the Board thinks Company.
fit.
52. A person whose shares have been forfeited shall cease to be a member in Amounts to be
respect of the forfeited shares, but shall, notwithstanding the forfeiture, paid
remain liable to pay to the Company all moneys which, at the date of notwith-standing
forfeiture, were payable by him to the Company in respect of the shares, forfeiture.
together with (if the Board shall in its discretion so require) interest
thereon from the date of forfeiture until payment at such rate not
exceeding twenty per cent. per annum as the Board may prescribe, and the
Board may enforce the payment thereof if it thinks fit, and without any
deduction or allowance for the value of the shares, at the date of
forfeiture, but his liability shall cease if and when the Company shall
have received payment in full of all such moneys in respect of the shares.
For the purposes of this Article any sum which, by the terms of issue of a
share, is payable thereon at a fixed time which is subsequent to the date
of forfeiture, whether on account of the nominal value of the share or by
way of premium, shall notwithstanding that time has not yet arrived be
deemed to be payable at the date of forfeiture, and the same shall become
due and payable immediately upon the forfeiture, but interest thereon shall
only be payable in respect of any period between the said fixed time and
the date of actual payment.
53. A statutory declaration in writing that the declarant is a Director or Evidence of
Secretary of the Company, and that a share in the Company has been duly forfeiture and
forfeited on a date stated in the declaration, shall be conclusive evidence transfer of
of the facts therein stated as against all persons claiming to be entitled forfeited share.
to the share. The Company may receive the consideration, if any, given for
the share on any sale or disposal thereof and may execute a transfer of the
share in favour of the person to whom the share is sold or disposed of and
he shall thereupon be registered as the holder of the share, and shall not
be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.
54. When any share shall have been forfeited, notice of the resolution shall be Notice after
given to the member in whose name it stood immediately prior to the forfeiture.
forfeiture, and an entry of the forfeiture, with the date thereof, shall
forthwith be made in the
register, but no forfeiture shall be invalidated by any failure to give
such notice or make such entry as aforesaid.
55. Notwithstanding any such forfeiture as aforesaid the Board may at any time, Power to buy
before any shares so forfeited shall have been sold, re-allotted or back forfeited
otherwise disposed of, permit the shares forfeited to be bought back upon share.
the terms of payment of all calls and interest due upon and expenses
incurred in respect of the share, and upon such further terms (if any) as
they think fit.
56. The forfeiture of a share shall not prejudice the right of the Company to Forfeiture not to prejudice
any call already made or instalment payable thereon. Company's right to call or
instalment.
57. The provisions of these Articles as to forfeiture shall apply in the case Forfeiture for
of non-payment of any sum which, by the terms of issue of a share, becomes non-payment of any
payable at a fixed time, whether on account of the nominal value of the sum due on shares.
share or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.
STOCK
58. The Company may by ordinary resolution convert any paid up shares into Power to convert
stock, and may from time to time by like resolution reconvert any stock into stock.
into paid up shares of any denomination.
59. The holders of stock may transfer the same or any part thereof in the same Transfer of
manner, and subject to the same regulations as and subject to which the stock.
shares from which the stock arose might prior to conversion have been
transferred, or as near thereto as circumstances admit, but the Board may
from time to time, if it thinks fit, fix the minimum amount of stock
transferable and restrict or forbid the transfer of fractions of that
minimum, but so that such minimum shall not exceed the nominal amount of
the shares from which the stock arose. No warrants to bearer shall be
issued in respect of any stock.
60. The holders of stock shall, according to the amount of the stock held by Rights of
them, have the same rights, privileges and advantages as regards dividends, stockholders.
participation in assets on a winding up, voting at meetings, and other
matters, as if they held the shares from which the stock arose, but no such
right, privilege or advantage (except participation in the dividends and
profits of the Company and
in the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred such right, privilege or
advantage.
61. All such of the provisions of these presents as are applicable to paid up Interpretation
shares shall apply to stock, and the words "share" and "shareholder"
therein shall include "stock" and "stockholder".
ALTERATION OF CAPITAL
62. (a) The Company may from time to time by ordinary resolution:- Consolidation
and division of
(i) consolidate and divide all or any of its share capital into capital and
shares of larger or smaller amount than its existing shares; on sub-division and
any consolidation of fully paid shares into shares of larger cancellation of shares.
amount, the Board may settle any difficulty which may arise as it
thinks expedient and in particular (but without prejudice to the
generality of the foregoing) may as between the holders of shares
to be consolidated determine which particular shares are to be
consolidated into each consolidated share, and if it shall happen
that any person shall become entitled to fractions of a
consolidated share or shares, such fractions may be sold by some
person appointed by the Board for that purpose and the person so
appointed may transfer the shares so sold to the purchaser
thereof and the validity of such transfer shall not be
questioned, and so that the net proceeds of such sale (after
deduction of the expenses of such sale) may either be distributed
among the persons who would otherwise be entitled to a fraction
or fractions of a consolidated share or shares rateable in
accordance with their rights and interests or may be paid to the
Company for the Company's benefit;
(ii) cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any
person, and diminish the amount of its share capital by the
amount of the shares so cancelled; and
(iii) sub-divide its shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association, subject
nevertheless to the provisions of the Ordinance, and so that the
resolution whereby any share is sub-divided may determine that,
as between the holders of the shares resulting from such
sub-division, one or more of the shares may have any such
preferred or other special rights over, or may have such deferred
rights or be subject to any such restrictions as compared with
the others as the Company has power to attach to unissued or new
shares.
(b) The Company may by special resolution reduce its share capital, any Reduction of
capital redemption reserve fund or any share premium account in any capital.
manner authorised and subject to any conditions prescribed by law.
GENERAL MEETINGS
63. The Company shall in each year hold a general meeting as its annual general When annual
meeting in addition to any other meeting in that year and shall specify the general
meeting as such in the notices calling it; and not more than fifteen months meeting to be
shall elapse between the date of one annual general meeting of the Company held.
and that of the next. The annual general meeting shall be held at such time
and place as the Board shall appoint.
64. All general meetings other than annual general meetings shall be called Extraordinary
extraordinary general meetings. general meetings.
65. The Directors may, whenever they think fit, convene an extraordinary Convening of
general meeting, and extraordinary general meetings shall also be convened extraordinary
on requisition as provided by the Companies Ordinance, or, in default, may general meetings.
be convened by the requisitionists.
66. An annual general meeting and a meeting called for the passing of a special Notices of
resolution shall be called by 21 days' notice in writing at the least, and meetings.
a meeting of the Company other than an annual general meeting or a meeting
for the passing of a special resolution shall be called by 14 days' notice
in writing at the least. The notice shall be exclusive of the day on which
it is served or deemed to be served and of the day for which it is given,
and shall specify the place, the day and the hour of meeting and, in case
of special business, the general nature of that business, and shall be
given, in the manner hereinafter mentioned or in such other manner, if any,
as may be prescribed by the Company in general
meeting, to such persons as are, under these Articles, entitled to receive
such notices from the Company.
67. (a) The accidental omission to give any such notice to, or the non-receipt As to omission
of any such notice by, any person entitled to receive such notice to give notice.
shall not invalidate any resolution passed or any proceeding at any
such meeting.
(b) In cases where instruments of proxy are sent out with notices, the
accidental omission to send such instrument of proxy to, or the
non-receipt of such instrument of proxy by, any person entitled to
receive notice shall not invalidate any resolution passed or any
proceeding at any such meeting.
PROCEEDINGS AT GENERAL MEETINGS
68. All business shall be deemed special that is transacted at any Special business.
extraordinary general meeting, and also all business that is transacted at
an annual general meeting, with the exception of sanctioning dividends, the
reading, considering and adopting of the Annual Report and other documents
required to be annexed to the Annual Report, the election of Directors and
appointment of Auditors and other officers in the place of those retiring,
the fixing of the remuneration of the Auditors, and the voting of
remuneration or extra remuneration to the Directors.
69. For all purposes the quorum for a general meeting shall be two members Quorum.
present in person or by proxy and entitled to vote. No business shall be
transacted at any general meeting unless the requisite quorum shall be
present at the commencement of the business.
70. If within fifteen minutes from the time appointed for the meeting a quorum When if quorum
is not present, the meeting, if convened upon the requisition of members, not present meeting
shall be dissolved, but in any other case it shall stand adjourned to the to be dissolved and
same day in the next week and at such time and place as shall be decided by when to be
the Board, and if at such adjourned meeting a quorum is not present within adjourned.
fifteen minutes from the time appointed for holding the meeting, the member
or members present in person shall be a quorum and may transact the
business for which the meeting was called.
71. The Chairman of the Board shall take the chair at every general meeting, or Chairman of
if at any general meeting such Chairman shall not be present within fifteen general
minutes after the time appointed for holding such meeting or is unwilling meeting.
to act or is absent from Hong Kong or has given notice to the Company of
his intention not to attend the meeting, a Deputy Chairman of the Board
shall take the chair at such general meeting, or if there be no such
Chairman or Deputy Chairman present at the meeting, any Director present
shall take the chair at the relevant general meeting, and if no Director be
present within fifteen minutes after the time appointed for holding the
meeting, or if all Directors present decline to take the chair, then the
members present and entitled to vote shall choose one of their own number
to be Chairman of that meeting.
72. The Chairman may, with the consent of any general meeting at which a quorum Power to
is present, and shall, if so directed by the meeting, adjourn the meeting adjourn general
from time to time and from place to place as the meeting shall determine. meeting.
Whenever a meeting is adjourned for fourteen days or more, at least seven Business of
clear days' notice, specifying the place, the day and the hour of the adjourned meeting.
adjourned meeting shall be given in the same manner as in the case of an
original meeting but it shall not be necessary to specify in such notice
the nature of the business to be transacted at the adjourned meeting. Save
as aforesaid, no member shall be entitled to any notice of an adjournment
or of the business to be transacted at any adjourned meeting. No business
shall be transacted at any adjourned meeting other than the business which
might have been transacted at the meeting from which the adjournment took
place.
73. At any general meeting a resolution put to the vote of the meeting shall be How questions to
decided on a show of hands unless a poll is (before or on the declaration be decided.
of the result of the show of hands) demanded:-
(a) by the Chairman; or
(b) by at least three members present in person or by proxy for the time
being entitled to vote at the meeting; or
(c) by any member or members present in person or by proxy and
representing not less than one-tenth of the total voting rights of all
the members having the right to vote at the meeting; or
(d) by any member or members present in person or by proxy and holding
shares in the Company conferring a right to vote at the meeting being
shares on which an aggregate sum has been paid up equal to not less
than one-tenth of the total sum paid up on all the shares conferring
that right.
Unless a poll be so demanded and the demand is not withdrawn, a declaration
by the Chairman that a resolution has on a show of hands been carried or
carried unanimously, or by a particular majority, or lost, and an entry to
that effect in the book containing the minutes of the proceedings of the
Company, shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour or against such
resolution. The demand for a poll may be withdrawn.
74. If a poll is demanded as aforesaid, it shall (subject as provided in Poll.
Article 75) be taken in such manner (including the use of ballot or voting
papers or tickets) and at such time and place, not being more than thirty
days from the date of the meeting or adjourned meeting at which the poll
was demanded, as the Chairman directs. No notice need be given of a poll
not taken immediately. The result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. The demand for a
poll may be withdrawn, with the consent of the Chairman, at any time before
the close of the meeting or the taking of the poll, whichever is the
earlier.
75. Any poll duly demanded on the election of a chairman of a meeting or on any In what cases poll taken
question of adjournment shall be taken at the meeting and without without adjournment.
adjournment.
76. In the case of an equality of votes, whether on a show of hands or on a Chairman to have
poll, the Chairman of the meeting at which the show of hands takes place or casting vote.
at which the poll is demanded, shall be entitled to a second or casting
vote. In case of any dispute as to the admission or rejection of any vote,
the Chairman shall determine the same, and such determination shall be
final and conclusive.
77. The demand for a poll shall not prevent the continuance of a meeting for Business may proceed
the transaction of any business other than the question on which a poll has notwithstanding
been demanded. demand for poll.
VOTES OF MEMBERS
78. (a) Subject to any special rights, privileges or restrictions as to voting Votes of
for the time being attached to any class or classes of shares, at any members.
general meeting on a show of hands every member who (being an
individual) is present in person or (being a corporation) is present
by a representative duly authorised under Section 115 of the
Ordinance, shall have one vote, and on a poll every member present in
person or by proxy or by duly authorised representative shall have one
vote for every fully paid share of which he is the holder and have for
every partly paid share of which he is the holder the fraction of one
vote equal to the proportion which the nominal amount due and paid up
thereon bears to the nominal value of the share, but no amount paid or
credited as paid up on a share in advance of calls shall be treated
for the purposes of this Article as paid up on the share. On a poll a
member entitled to more than one vote need not use all his votes or
cast all the votes he uses in the same way.
(b) A member of the Company, being a recognised clearing house within the
meaning of the Securities (Clearing Houses) Ordinance of Hong Kong
("the clearing house") may authorise such person or persons as it
thinks fit to act as its representative or representatives at any
meeting of the Company or at any meeting of any class of member of the
Company provided that, if more than one person is so authorised, the
authorisation must specify the number and class of shares in respect
of which each such person is so authorised. A person so authorised
will be entitled to exercise the same powers on behalf of the clearing
house (or its nominee) which he represents as that clearing house (or
its nominee) could exercise if it were an individual member of the
Company.
79. Any person entitled under Article 45 to be registered as a shareholder may Votes in respect of
vote at any general meeting in respect thereof in the same manner as if he deceased and bankrupt
were the registered holder of such shares; provided that forty-eight hours members.
at least before the time of the holding of the meeting or adjourned meeting
as the case may be at which he proposes to vote, he shall satisfy the Board
of his entitlement to such share, or the Board shall have previously
admitted his right to vote at such meeting in respect thereof.
80. Where there are joint registered holders of any share, any one of such Joint holders.
persons may vote at any meeting, either personally or by proxy, in respect
of such share as if he were solely entitled thereto; but if more than one
of such joint holders be present at any meeting personally or by proxy,
that one of the said persons so present whose name stands first on the
register in respect of such share, shall alone be entitled to vote in
respect thereof. Several executors or administrators of a deceased member
in whose name any share stands shall for the purpose of this Article be
deemed joint holders thereof.
81. A member of unsound mind, or in respect of whom an order has been made by Votes of members
any court having jurisdiction in cases of mental disorders, may vote, of unsound mind.
whether on a show of hands or on a poll, by his committee, receiver,
curator bonis, or other person in the nature of a committee, receiver or
curator bonis appointed by that court, and any such committee, receiver,
curator bonis or other person may, on a poll, vote by proxy, provided that
such evidence as the Directors may require of the authority of the person
claiming to vote shall have been deposited at the registered office of the
Company not less than forty-eight hours before the time for holding the
meeting, or adjourned meeting or poll, as the case may be.
82. (a) Save as herein expressly provided, no person other than a member duly Qualification
registered and who shall have paid everything for the time being due for voting.
from him and payable to the Company in respect of his shares and is
entitled to attend and vote shall be entitled to be present or to vote
(save as proxy for another member) either personally or by proxy, or
to be reckoned in a quorum (save as proxy for another member), at any
general meeting.
(b) No objection shall be raised to the qualification of any voter except Objections to votes.
at the meeting or adjourned meeting at which the vote objected to is
given or tendered, any vote not disallowed at such meeting shall be
valid for all purposes. Any such objection made in due time shall be
referred to the Chairman, whose decision shall be final and
conclusive.
83. Any member of the Company entitled to attend and vote at a meeting of the Proxies.
Company or a meeting of the holder of any class of shares in the Company
shall be entitled to appoint another person as his proxy to attend and vote
instead of him. On a poll votes may be given either personally or by proxy.
A proxy need not be a member of the Company. A member may appoint more than
one proxy to attend on the same occasion.
84. The instrument appointing a proxy shall be in writing under the hand of the Instrument appointing
appointor or of his attorney duly authorised in writing, or if the proxy to be in writing.
appointor is a corporation, either under seal, or under the hand of an
officer or attorney duly authorised.
85. The instrument appointing a proxy and the power of attorney or other Appointment of proxy
authority, if any, under which it is signed or a notarially certified copy must be deposited.
of that power or authority shall be deposited at the registered office of
the Company or at such other place as is specified in the notice of meeting
or in the instrument of proxy issued by the Company not less than
forty-eight hours before the time for holding the meeting or adjourned
meeting or poll (as the case may be) at which the person named in such
instrument proposes to vote, and in default the instrument of proxy shall
not be treated as valid. No instrument appointing a proxy shall be valid
after expiration of twelve months from the date of its execution, except at
an adjourned meeting or on a poll demanded at a meeting or an adjourned
meeting in cases where the meeting was originally held within twelve months
from such date. Delivery of an instrument appointing a proxy shall not
preclude a member from attending and voting in person at the meeting or
poll concerned and, in such event, the instrument appointing a proxy shall
be deemed to be revoked.
86. Every instrument of proxy, whether for a specified meeting or otherwise, Form of proxy.
shall be in such form as the Board may from time to time approve.
87. The instrument appointing a proxy to vote at a general meeting shall: (i) Authority under
be deemed to confer authority upon the proxy to demand or join in demanding instrument appointing
a poll and to vote on any resolution (or amendment thereto) put to the proxy.
meeting for which it is given as the proxy thinks fit provided that any
form issued to a member for use by him for appointing a proxy to attend and
vote at an extraordinary general meeting or at an annual general meeting at
which any business is to be transacted shall be such as to enable the
member, according to his intention, to instruct the proxy to vote in favour
of or against (or, in default of instructions, to exercise his discretion
in respect of) each resolution dealing with any such business; and (ii)
unless the contrary is stated therein, be valid as well for any adjournment
of the meeting as for the meeting to which it relates.
88. A vote given in accordance with the terms of an instrument of proxy shall When vote be proxy
be valid notwithstanding the previous death or unsoundness of mind of the valid though
authority revoked.
principal or revocation of the proxy or power of attorney or other
authority under which the proxy was executed, or the transfer of the share
in respect of which the proxy is given, provided that no intimation in
writing of such death, unsoundness of mind, revocation or transfer as
aforesaid shall have been received by the Company at the registered office,
or at such other place as is referred to in Article 85 of these Articles,
prior to two hours before the commencement of the meeting, adjourned
meeting or poll, as the case may be, at which the proxy is used.
89. Any corporation which is a member of the Company may by resolution of its Corporation acting
directors or other governing body authorise such persons as it thinks fit by representative at
to act as its representatives at any meeting of the Company or of any class meetings.
of members of the Company, and the persons so authorised shall be entitled
to exercise the same powers on behalf of the corporation which they
represent as that corporation could exercise if it were an individual
member of the Company.
REGISTERED OFFICE
90. The registered office of the Company shall be at such place in Hong Kong as Registered Office.
the board shall from time to time appoint.
BOARD OF DIRECTORS
91. The number of Directors shall not be less than two. Number.
92. The Board shall have power from time to time, and at any time to appoint Board may fill
any person as a Director either to fill a casual vacancy or as an addition vacancies.
to the Board provided that the appointment of any Director shall be
approved by the Executive Chairman. Any Director so appointed shall hold
office only until the next following annual general meeting of the Company
and shall then be eligible for re-election at that meeting.
93. (a) Any Director may at any time by notice in writing delivered to the Alternate Directors.
registered office of the Company or at a meeting of the Board, appoint
any person (including another Director) to be his alternate Director
for such period of absence from Hong Kong or such period of
unavailability due to illness or disability or for such meeting as may
be specified therein, and may in like manner at any time determine
such appointment. Such
appointment, unless previously approved by the Board, shall have
effect only upon and subject to being so approved.
(b) The appointment of an alternate Director shall determine on the
happening of any event which, were he a Director, would cause him to
vacate such office, or if his appointor ceases to be a Director.
(c) An alternate Director shall (except when absent from Hong Kong, for
which purpose he shall be deemed absent from Hong Kong on any day if
he has given to the Secretary notice of his intention to be absent
from Hong Kong for any period including such day and has not revoked
such notice) be entitled to receive notices of meetings of the Board
and shall be entitled to attend and vote as a Director at any such
meeting at which the Director appointing him is not personally present
and generally at such meeting to perform all the functions of his
appointor as a Director, and for the purposes of the proceedings at
such meeting the provisions of these Articles shall apply as if he
(instead of his appointor) were a Director. If he shall be himself a
Director or shall attend any such meeting as an alternate for more
than one Director his voting rights shall be cumulative. If his
appointor is for the time being absent from Hong Kong or temporarily
unable to act through ill-health or disability, his signature to any
resolution in writing of the Board shall be as effective as the
signature of his appointor. To such extent as the Board may from time
to time determine in relation to any committee of the Board, the
foregoing provisions of this paragraph shall also apply mutatis
mutandis to any meeting of any such committee of which his appointor
is a member. An alternate Director shall not, save as aforesaid, have
power to act as a Director nor shall he be deemed to be a Director for
the purposes of these Articles.
(d) An alternate Director shall be entitled to contract and be interested
in and benefit from contracts or arrangements or transactions and to
be repaid expenses and to be indemnified to the same extent mutatis
mutandis as if he were a Director, but he shall not be entitled to
receive from the Company in respect of his appointment as alternate
Director any remuneration except only such part (if any) of the
remuneration otherwise payable to his appointor as such appointor may
by notice in writing to the Company from time to time direct.
94. A Director need not hold any qualification shares but shall nevertheless be No qualification
entitled to receive notice of and to attend and speak at all general shares for Directors.
meetings of the Company and at all separate meetings of the respective
holders of all classes of shares of the Company.
95. The Directors shall be entitled to receive by way of remuneration for their Directors' remuneration.
services such sum as shall from time to time be determined by the Company
in general meeting, such sum (unless otherwise directed by the resolution
by which it is voted) to be divided amongst the Directors in such
proportions and in such manner as the Board may agree or, failing
agreement, equally, except that in such event any Director holding office
for less than the whole of the relevant period in respect of which the
remuneration is paid shall only rank in such division in proportion to the
time during such period for which he has held office. The foregoing
provisions shall not apply to a Director who holds any salaried employment
or office in the Company except in the case of sums paid in respect of
Directors' fees.
96. The Directors shall also be entitled to be repaid all travelling, hotel and Directors' expenses.
other expenses reasonably incurred by them respectively in or about the
performance of their duties as Directors, including their expenses of
travelling to and from board meetings, committee meetings or general
meetings or otherwise incurred whilst engaged in the business of the
Company.
97. The Board may grant special remuneration to any Director who, being called Special remuneration.
upon, shall perform any special or extra services to the Company. Such
special remuneration may be made payable to such Director in addition to or
in substitution for his ordinary remuneration as a Director, and may be
made payable by way of salary, or commission, participation in profits or
otherwise as may be arranged.
98. Notwithstanding the foregoing Articles 95, 96 and 97, the remuneration of a Remuneration of
Executive Chairman, or other Executive Director or a Director appointed to Executive Chairman,
any other office in the management of the Company shall from time to time etc.
be fixed by the Board and may be by way of salary, commission, or
participation in profits or otherwise or by all or any of those modes and
with such other benefits (including pension and/or gratuity and/or other
benefits on retirement) and allowances as the Board may from time to time
decide. Such remuneration shall be in addition to his remuneration as a
Director.
99. (a) A Director shall vacate his office:- When office of Director
to be vacated.
(i) If he becomes bankrupt or has a receiving order made against him
or suspends payment, or compounds with his creditors.
(ii) If he becomes of unsound mind.
(iii) If he absents himself from the meetings of the Board during a
continuous period of six months without special leave of absence
from the Board, and his alternate Director (if any) shall not
during such period have attended in his stead, and the Board
passes a resolution that he has by reason of such absence vacated
his office.
(iv) If he becomes prohibited from being a Director by reason of any
order made under any provision of the Companies Ordinance.
(v) If by notice in writing delivered to the Company at its
registered office he resigns his office.
(vi) If he shall be removed from office by notice in writing served
upon him signed by all his co-Directors.
(vii) If, having been appointed to an office under Article 112 hereof,
he is dismissed or removed therefrom by the Board under Article
113.
(b) Subject to the provisions of the Companies Ordinance no Director shall
be required to vacate office or be ineligible for re-election or
re-appointment as a Director, and no person shall be ineligible for
appointment as a Director, by reason only of his having attained any
particular age.
100. (a) A Director may hold any other office or place of profit with the Directors may contract
Company (except that of Auditor) in conjunction with his office of with Company.
Director for such period and upon such terms as the Board may
determine, and may be paid such extra remuneration therefor (whether
by way of salary, commission, participation in profits or otherwise)
as the Board may determine and such extra remuneration shall be in
addition to any remuneration provided for by or pursuant to any other
Article.
(b) A Director may act by himself or his firm in a professional capacity
for the Company (otherwise than as Auditor) and he or his firm shall
be entitled to remuneration for professional services as if he were
not a Director.
(c) A Director of the Company may be or become a director or other officer
of, or otherwise interested in, any company promoted by the Company or
any other company in which the Company may be interested, and shall
not be liable to account to the Company or the members for any
remuneration, profits or other benefits received by him as director or
officer of or from his interest in such other company. The Board may
also cause the voting power conferred by the shares in any other
company held or owned by the Company or exercisable by it as director
of such other company to be exercised in such manner in all respects
as it thinks fit, including the exercise thereof in favour of any
resolution appointing the Directors or any of them to be directors or
officers of such other company, or voting or providing for the payment
of remuneration to the directors or officers of such other company.
(d) A Director shall not vote or be counted in the quorum on any
resolution of the Board concerning his own appointment as the holder
of office or place of profit with the Company or any other company in
which the Company is interested (including the arrangement or
variation of the terms thereof, or the termination thereof).
(e) Where arrangements are under consideration concerning that appointment
(including the arrangement or variation of the terms thereof, or the
termination thereof) of two or more Directors to offices or places of
profit with the Company or any other company in which the Company is
interested, a separate resolution may be put in relation to each
Director and in such case each of the Directors concerned shall be
entitled to vote (and be counted in the quorum) in respect of each
resolution except that concerning his own appointment (or the
arrangement or variation of the terms thereof, or the termination
thereof) and except (in the case of an office or place of profit with
any such other company as aforesaid) where the other company is a
company in which the Director together with any of his associates own
5 per cent. or more.
(f) Subject to the Ordinance and to the next paragraph of this Article, no
Director or proposed or intending Director shall be disqualified by
his office from contracting with the Company, either with regard to
his tenure of any office or place of profit or as vendor, purchaser or
in any other manner whatsoever, nor shall any such contract or any
other contract or arrangement in which any Director is in any way
interested be liable to be avoided, nor shall any Director so
contracting or being so interested be liable to account to the Company
of the members for any remuneration, profit or other benefits realised
by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established.
(g) A Director who to his knowledge is in any way, whether directly or
indirectly, interested in a contract or arrangement or proposed
contract or arrangement with the Company shall declare the nature of
his interest at the meeting of the Board at which the question of
entering into the contract or arrangement is first taken into
consideration if he knows his interest then exists, or in any other
case at the first meeting of the Board after he knows that he is or
has become so interested. For this purpose, a general notice to the
Board by a Director to the effect that:-
(i) he is a member of a specified company or firm and is to be
regarded as interested in any contract or arrangement which may
after the date of the notice be made with that company or firm;
or
(ii) he is to be regarded as interested in any contract or arrangement
which may after the date of the notice be made with a specified
person who is connected with him,
shall be deemed to be a sufficient declaration of interest in relation
to any such contract or arrangement; provided that no such notice
shall be effective unless either it is given at a meeting of the Board
or the Director takes reasonable steps to secure that it is brought up
and read at the next Board meeting after it is given.
(h) Save as otherwise provided by the Articles, a Director shall not vote
(nor be counted in the quorum) on any resolution of the Board in
respect of any contract or arrangement in which he is to his knowledge
materially interested, but this prohibition shall not apply to any of
the following matters namely:-
(i) any contract or arrangement for the giving to such Director any
security or indemnity in respect of money lent by him or
obligations incurred or undertaken by him for the benefit of the
Company and any of its subsidiaries;
(ii) any contract or arrangement for the giving by the Company of any
security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which
the Director has himself assumed responsibility in whole or in
part and whether alone or jointly under a guarantee or indemnity
or by the giving of security;
(iii) any contract or arrangement by a Director to subscribe for
shares, debentures or other securities of the Company issued or
to be issued pursuant to any offer or invitation to members or
debenture holders of the Company or any class thereof, and which
does not provide in respect of any Directors as such any
privilege or advantage not accorded to any other members or
debenture holders of the Company or any class thereof or to the
public or any sections thereof;
(iv) any contract or arrangement concerning an offer of the shares or
debentures or other securities of or by the Company or any other
company which the Company may promote or be interested in for
subscription or purchase where the Director is or is to be
interested as a participant in the underwriting or
sub-underwriting of the offer;
(v) any contract or arrangement in which the Director is interested
in the same manner as other holders of shares or debentures or
other securities of the Company by virtue only of his interest in
shares or debentures or other securities of the Company;
(vi) any contract, arrangement or proposal concerning any company in
which the Director is interested only, whether directly or
indirectly, as an officer or executive or shareholder or in which
the Director is beneficially interested in shares of that
company, provided that he, together with any of his associates,
is not beneficially interested in 5 per cent. or more of the
equity share capital of such company (whether his interest is
derived through any third company) or of the voting rights
available to members of such company;
(vii) any proposal or arrangement concerning the benefit of employees
of the Company or its subsidiaries including the adoption,
modification or operation of a pension fund or retirement, death
or disability benefits scheme which relates both to directors and
employees of the Company or of any of its subsidiaries and does
not provide in respect of any Director as such any privilege or
advantage not accorded to the employees to which such scheme or
fund relates;
(viii) any proposal or arrangement concerning the adoption,
modification or operation of any share scheme involving the issue
or grant of options over shares or other securities by the
Company to, or for the benefit of the employees of the Company or
of any of its subsidiaries under which the Director may benefit.
(i) A company shall be deemed to be a company in which a Director together
with any of his associates own 5 per cent. or more if and so long as
(but only if and so long as) he together with any of his associates
are (either directly or indirectly) the holders of or beneficially
interested in 5 per cent. or more of any class of the equity share
capital of such company or of the voting rights available to members
of such company. For the purpose of this paragraph there shall be
disregarded any shares held by a Director as bare or custodian trustee
and in which he has no beneficial interest, any shares comprised in a
trust in which the Director's interest is in reversion or remainder if
and so long as some other person is entitled to receive the income
thereof, and any shares comprised in an authorised unit trust scheme
in which the Director is interested only as an unit holder.
(j) Where a company in which a Director together with any of his
associates hold 5 per cent. or more is materially interested in a
transaction, then that Director shall also be deemed materially
interested in such transaction.
(k) If any question shall arise at any meeting of the Board as to the
materiality of the interest of a Director (other than the Chairman of
meeting) or as to the entitlement of any Director (other than such
Chairman) to vote or be counted in the quorum and such question is not
resolved by his voluntarily agreeing to abstain from voting or not be
counted in the quorum, such question shall be referred to the Chairman
of the meeting and his ruling in relation to such other Director shall
be final and conclusive except in a case where the nature or extent of
the interest of the Director concerned as known to such Director has
not been fairly disclosed to the Board. If any question as aforesaid
shall arise in respect of the Chairman of the meeting such question
shall be decided by a resolution of the Board (for which purpose such
Chairman shall not be counted in the quorum and shall not vote
thereon) and such resolution shall be final and conclusive except in a
case where the nature or extent of the interest of such Chairman as
known to such Chairman has not been fairly disclosed to the Board.
(l) In so far as it is required by The Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, a Director
shall not vote (nor be counted in the quorum) on any resolution of the
shareholders in respect of any contract or arrangement in which he is
to his knowledge materially interested provided that this prohibition
(a) shall not apply to any of the matters specified as (i) to (viii)
inclusive in Article 100 (h) above; and (b) is also subject to any
waiver which may be granted by The Stock Exchange of Hong Kong
Limited.
(m) The Company may by ordinary resolution ratify any transaction not duly
authorised by reason of a contravention of these Articles provided
that no Director who is materially interested in such transaction,
together with any of his associates, shall vote upon such Ordinary
Resolution in respect of any shares in the Company in which they are
interested.
101. The Company may from time to time in general meeting by ordinary resolution Power of general
increase or reduce the number of Directors but so that the number of meeting to increase or
Directors shall never be less than two. reduce number of Directors.
101A. At each annual general meeting one-third of the Directors for the time Retirement
being (or, if their number is not a multiple of three, then the number of Directors by
nearest to but not greater than one-third) shall retire from office. Any rotation.
Director retiring at a meeting pursuant to this Article 101A shall retain
office until the close or adjournment of the meeting.
101B. Any Director who wishes to retire and not to offer himself for re-election
shall be included for the purposes of determining the number of the
Directors to retire at any annual general meeting pursuant to the
preceding Article 101A. Any further Directors so to retire shall be those
of the other Directors subject to retirement by rotation who have been
longest in office since their last election or appointment and so that as
between persons who became or were last elected Directors on the same day
those to retire shall (unless they otherwise agree among themselves) be
determined by lot. A retiring Director shall be eligible for election.
101C. The Company at the annual general meeting at which a Director retires Retiring
in accordance with these Articles may fill up the vacated office by Directors
electing a person thereto, and in default of such election by the to remain
Company, the retiring Director shall be deemed to have been re-elected in office
and shall, if willing, continue in office until the next annual general till
meeting and so on from year to year until his place is filled, unless:- successors
appointed.
(a) it is expressly resolved at such meeting not to fill up such vacated
office; or
(b) a resolution for the re-election of such Director shall have been put
to the meeting and lost; or
(c) such Director has given notice in writing to the Company that he is
unwilling to be re-elected.
102. No person, other than a retiring Director, shall, unless recommended by the Notices to be
Directors for election, be eligible for election to the office of Director given when person
at any general meeting, unless notice in writing of the intention to proposed for election.
propose that person for election as a Director and notice in writing by
that person of his willingness to be elected shall have been given to the
Company at least seven days before the date of general meeting.
103. The Company shall keep at its office a register containing all such Register of Directors
particulars of its Directors as are required by the Ordinance to be kept and notification of
therein and shall send to the Registrar of Companies a copy of such changes to Registrar.
register and shall from time to time notify to the Registrar any change
that takes place in such Directors or their particulars as required by the
Ordinance.
104. The Company may by special resolution remove any Director (including a Power to remove Director
Managing or other Executive Director) before the expiration of his period by special resolution.
of office notwithstanding anything in these Articles or in any agreement
between the Company and such Director (but without prejudice to any claim
which such Director may have for damages for any breach of any contract of
service between him and the Company) and may elect another person in his
stead. Any person so elected shall hold office for such time only as the
Director in whose place he is elected would have held the same if he had
not been removed.
105. The Board may by a resolution passed by three quarters of the total number Power to remove Director
of directors remove any Director prior to the expiration of his period of by the Board.
office notwithstanding anything in these Articles or any agreement between
the Company and such Director (but without prejudice to any claim which
such Director may have for damages for any breach of contract of service
between him and the Company). The appointment of another Director in his
stead shall be in accordance with Article 92.
BORROWING POWERS
106. The Board may from time to time at their discretion exercise all the powers Power to borrow.
of the Company to raise or borrow, or to secure the payment of, any sum or
sums of money for the purposes of the Company and to mortgage or charge its
undertaking, property and uncalled capital or any part thereof.
107. The Board may raise or secure the payment or repayment of such sum or sums Conditions on which
in such manner and upon such terms and conditions in all respects as it money may be borrowed.
thinks fit and in particular, by the issue of debentures, debenture stock,
bonds or other securities of the Company, whether outright or as collateral
security for any debt, liability or obligation of the Company or of any
third party.
108. Debentures, debenture stock, bonds and other securities may be made Assignment.
assignable free from any equities between the Company and the person to
whom the same may be issued.
109. Any debentures, debenture stock, bonds or other securities may be issued at Special privileges.
a discount, premium or otherwise and with any special privileges as to
redemption, surrender, drawings, allotment of shares, attending and voting
at general meetings of the Company, appointment of Directors and otherwise.
110. The Board shall cause a proper register to be kept, in accordance with the Register of charges
provisions of the Companies Ordinance, of all mortgages and charges to be kept.
specifically affecting the property of the Company and shall duly comply
with the requirements of the Companies Ordinance, in regard to the
registration of mortgages and charges therein specified and otherwise.
111. Where any uncalled capital of the Company is charged, all persons taking Charge of uncalled
any subsequent charge, therein shall take the same subject to such prior capital.
charge, and shall not be entitled, by notice to the members or otherwise,
to obtain priority over such prior charge.
EXECUTIVE CHAIRMAN ETC.
112. The Board may from time to time appoint any one or more of its body to the Power to appoint
office of Executive Chairman or other Executive Director and/or such other Executive Chairman etc.
office in the management of the Company as it may decide for such period
and upon such terms as it thinks fit and upon such terms as to remuneration
as it may decide in accordance with Article 98.
113. Every Director appointed to an office under Article 112 hereof shall, Removal of
subject to the provisions of any contract between himself and the Company Executive Chairman, etc.
with regard to his employment in such office, be liable to be dismissed or
removed therefrom by the Board.
114. A Director appointed to an office under Article 112 thereof shall be Cessation of appointment.
subject to the same provisions as to resignation and removal as the other
Directors of the Company, and he shall (subject to the provisions of any
contract between him and the Company) ipso facto and immediately cease to
hold such office if he ceases to hold the office of Director for any cause.
115. The Board may from time to time entrust to and confer upon an Executive Powers may be delegated.
Chairman or Executive Director all or any of the powers of the Board that
it may think fit. But the exercise of all powers by such Director shall be
subject to such regulations and restrictions as the Board may from time to
time make and impose, and the said powers may at any time be withdrawn,
revoked or varied.
POWER OF DIRECTORS
116. (a) Subject to any exercise by the Board of the powers conferred by
Articles 115, 117, 118, 119, 125, 137 and 138 hereof, the management General powers of the
of the business of the Company shall be vested in the Board who, in Company vested in the Board.
addition to the powers and authorities by these Articles expressly
conferred upon them, may exercise all such powers and do all such acts
and things as may be exercised or done or approved by the Company and
are not hereby or by the Ordinance expressly directed or required to
be exercised or done by the Company in general meeting, but subject
nevertheless to the provisions of the Ordinance and of these Articles
and to any regulations from time to time made by the Company in
general meeting not being inconsistent with such provisions or these
Articles, provided that no regulation so made shall invalidate any
prior act of the Board which would have been valid if such regulation
had not been made.
(b) Without prejudice to the general powers conferred by these Articles it
is hereby expressly declared that the Board shall have the following
powers:-
(i) To give to any person the right or option of requiring at a
future date that an allotment shall be made to him of any share
at par or at such premium as may be agreed.
(ii) To give any Directors, officers or servants of the Company an
interest in any particular business or transaction or
participation in the profits thereof or in the general profits of
the Company either in addition to or in substitution for a salary
or other remuneration.
MANAGERS
117. The Board may from time to time appoint a general manager, a manager or Appointment and
managers of the Company and may fix his or their remuneration either by way remuneration of managers.
of salary or commission or by conferring the right to participation in the
profits of the Company or by a combination of two or more of these modes
and pay the working expenses of any of the staff of the general manager,
manager or managers who may be employed by him or them upon the business of
the Company.
118. The appointment of such general manager, manager or managers may be for Tenure of office and powers.
such period as the Board may decide, and the Board may confer upon him or
them all or any of the powers of the Directors as it may think fit.
119. The Board may enter into such agreement or agreements with any such general Terms and conditions of
manager, manager or managers upon such terms and conditions in all respects appointment.
as the Board may in its absolute discretion thinks fit, including a power
for such general manager, manager or managers to appoint an assistant
manager or managers or other employees whatsoever under them for the
purpose of carrying on the business of the Company.
CHAIRMAN
120. The Board may elect a Chairman and one or more Deputy Chairman for their Chairman.
meetings and determine the period of which the Chairman and any of the
Deputy Chairmen are to hold office; but if at any meeting the Chairman is
not present, or is unwilling so to act within five minutes after the time
appointed for holding the same, the Deputy Chairman or any one of them (if
more than one Deputy Chairman has been appointed), shall be the Chairman of
that meeting; or if no such Chairman is elected and/or no Deputy Chairman
is present or is willing so to act within five minutes after the time
appointed for holding the same, the Directors present may choose one of
their number to be Chairman for that meeting.
PROCEEDINGS OF THE DIRECTORS
121. The Directors may meet together for the despatch of business, adjourn and Meetings of Directors,
otherwise regulate their meetings and proceedings as they think fit and may quorum, etc.
determine the quorum necessary for the transaction of business. Unless
otherwise determined two Directors shall be a quorum, one of whom shall be
the Executive Chairman unless the Executive Chairman gives written notice
that he waives this requirement in relation to any meeting. For the purpose
of this Article an alternate Director shall be counted in a quorum but
notwithstanding that an alternate Director is an alternate for more than
one Director he shall for quorum purposes count as only one Director. Any
Director may participate in a meeting of the Board or of any such committee
of the Board by means of a conference telephone or similar communication
equipment by means of which all persons participating in the meeting are
capable of hearing each other.
122. A Director may and, on request of a Director, the Secretary shall, at any Convening of Board
time summon a meeting of the Board. Notice thereof shall be given to each meeting.
Director either in writing or by telephone or by facsimile at the facsimile
number from time to time notified to the Company by such Director or by
telex or telegram at the address from time to time notified to the Company
by such Director or by electronic mail at the electronic mail address from
time to time notified to the Company by such Director or in such other
manner as the Board may from time to time determine. Provided however that
notice need not be given to any Director for the time being absent from
Hong Kong. A Director may waive notice of any meeting and any such waiver
may be prospective or retrospective.
123. Questions arising at any meeting of the Board shall be decided by a How questions to be
majority of votes, and in case of an equality of votes the Executive decided.
Chairman shall have a second or casting vote. Questions arising at any
meeting of a committee of the Board shall be decided by a majority of votes
and in case of an equality of votes the chairman of such meeting shall have
a second or casting vote.
124. A meeting of the Board for the time being at which a quorum is present Powers of meeting.
shall be competent to exercise all or any of the authorities, powers and
discretions by or under the Articles of the Company for the time being
vested in or exercisable by the Board generally.
125. The Board may delegate any of their powers to committees consisting of such Power to appoint committee
member or members of its body as the Board thinks fit, and it may, from and to delegate.
time to time, revoke such delegation or revoke the appointment of and
discharge any such committees either wholly or in part, and either as to
person or purposes, but every committee so formed shall in the exercise of
the powers so delegated conform to any regulations that may time to time be
imposed upon it by the Board.
126. All acts done by any such committee in conformity with such regulations, Acts of committee to be of
and in fulfilment of the purposes for which it is appointed, but not same effect as acts of
otherwise, shall have the like force and effect, as if done by the Board, the Board.
and the Board shall have power, with the consent of the Company in general
meeting, to remunerate the members of any special committee, and charge
such remuneration to the current expenses of the Company.
127. Unless otherwise determined by the Board, two Directors shall form a quorum Proceedings of committee.
for any meeting of a committee of the Board. A committee may elect a
chairman of its meetings. If no such chairman is elected, or if at any
meeting the chairman is not present within five minutes after the time
appointed for holding the same, the members present may choose one of their
number to be chairman of the meeting. A committee may meet and adjourn as
its members think proper.
128. All acts bona fide done by any meeting of the Board or by a committee of When acts of Directors or
the Board, or by any person acting as a Director shall, notwithstanding committee to be valid
that it shall be afterwards discovered that there was some defect in the notwithstanding defects.
appointment of any such Director or person acting as aforesaid or that he
had by virtue of Article 99(a) ceased to be a Director, be as valid as if
every such person had been duly appointed and had not ceased to be a
Director.
129. The continuing Directors may act notwithstanding any vacancy in their body, Directors' powers when
but, if and so long as their number is reduced below the minimum number vacancies exist.
fixed by or pursuant to these Articles, the continuing Directors or
Director may act for the purpose of increasing the number of Directors to
that number, or of summoning a general meeting of the Company, but for no
other purpose.
130. A resolution in writing signed by all the Directors in Hong Kong, except Directors' resolutions in
such as are temporarily unable to act through ill-health or disability and writing.
all the alternate Directors in Hong Kong whose appointors are absent from
Hong Kong or are
temporarily unable to act as aforesaid, shall (so long as they constitute a
quorum as provided in Article 121) be as valid and effectual as if it had
been passed at a meeting of the Board duly convened and held and may
consist of several documents in like form each signed by one or more of the
Directors or alternate Directors.
PRESIDENT
131. The Board may, at any time and from time to time, appoint any one of their President.
number or any former Director of the Company who, in their opinion, has
rendered outstanding services to the Company, or any other person to be
President of the Company for life or any other period. The President shall
not, by virtue of his office, be deemed a Director or be entitled to any
remuneration. Nevertheless where he is not a Director he may, by invitation
of the Board, attend meetings of the Board for the purpose of giving advice
and the Board may remunerate him in respect of advice and assistance from
time to time given by him.
SECRETARY
132. The Secretary shall be appointed by the Board for such term, at such Appointment of Secretary.
remuneration and upon such conditions as it may think fit, and any
Secretary so appointed may be removed by the Board. Anything by the
Ordinance or these Articles required or authorised to be done by or to the
Secretary, if the office is vacant or there is for any other reason no
Secretary capable of acting, may be done by or to any assistant or deputy
Secretary, or if there is no assistant or deputy Secretary capable of
acting, by or to any officer of the Company authorised generally or
specially on that behalf by the Board.
133. The Secretary shall be an individual, ordinarily resident in Hong Kong. Residence.
134. A provision of the Ordinance or of these Articles requiring or authorising Same person not to
a thing to be done by or to a Director and the Secretary shall not be act in two capacities
satisfied by its being done by or to the same person acting both as at once.
Director and as or in place of the Secretary.
MANAGEMENT - MISCELLANEOUS
135. (a) The Board shall provide for the safe custody of the seal which shall Seal.
only be used by the authority of the Board or of a committee of the
Board authorised by the Board in that behalf, and every instrument to
which the seal shall be affixed shall be signed by a Director and
shall be countersigned by the Secretary or by a second Director or by
some other person appointed by the Board for the purpose. Provided
that the Board may either generally or in any particular case or cases
resolve (subject to such restrictions as to the manner in which the
seal may be affixed as the Board may determine) that such signatures
or any of them may be affixed to certificates for shares or debentures
or representing any other form of security by some mechanical means
other than autographic to be specified in such resolution or that such
certificates need not be signed by any person. Every instrument
executed in manner provided by this Article shall be deemed to be
sealed and executed with the authority of the Board previously given.
(b) The Company may have an official seal for use for sealing certificates Official seal.
for shares or other securities issued by the Company as permitted by
Section 73A of the Ordinance (and no signature of any Director,
officer or other person and no mechanical reproduction thereof shall
be required on any such certificates or other document and any such
certificates or other document to which such official seal is affixed
shall be valid and deemed to have sealed and executed with the
authority of the Board notwithstanding the absence of any such
signature or mechanical reproduction as aforesaid) and an official
seal for use abroad under the provisions of the Companies Ordinance
where and as the Board shall determine, and the Company may by writing
under the seal appoint any agents or agent, committees or committee
abroad to be the duly authorised agents of the Company for the purpose
of affixing and using such official seal and they may impose such
restrictions on the use thereof as may be thought fit. Wherever in
these Articles reference is made to the seal, the reference shall,
when and so far as may be applicable, be deemed to include any such
official seal as aforesaid.
136. All cheques, promissory notes, drafts, bills of exchange and other Cheques and banking
negotiable instruments, and all receipts for moneys paid to the Company arrangements.
shall be signed,
drawn, accepted, endorsed or otherwise executed as the case may be, in such
manner as the Board shall from time to time by resolution determine. The
Company's banking account shall be kept with such banker or bankers as the
Board shall from time to time determine.
137. (a) The Board may from time to time, and at any time, by power of attorney Power to appoint
under the common seal, appoint any company, firm or person, or any attorney.
fluctuating body of persons, whether nominated directly or indirectly
by the Board to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board under these
Articles) and for such period and subject to such conditions as it may
think fit, and any such power of attorney may contain such provisions
for the protection and convenience of persons dealing with any such
attorney as the 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.
(b) The Company may, by writing under its common seal, empower any person, Execution of deeds
either generally or in respect of any specified matter, as its by attorney.
attorney, to execute deeds and instruments on its behalf and to enter
into contracts and sign the same on its behalf in any place not
situate within Hong Kong, and every deed signed by such attorney on
behalf of the Company and under his seal shall bind the Company and
have the same effect as if it were under the common seal of the
Company.
138. The Board may establish any committees, local boards or agencies for Local boards.
managing any of the affairs of the Company, either in Hong Kong or
elsewhere, and may appoint any persons to be members of such committees,
local boards or agencies and may fix their remuneration, any may delegate
to any committee, local board, or agent any of the powers, authorities and
discretions vested in the Board (other than its powers to make calls and
forfeit shares), with power to sub-delegate, and may authorise the members
of any local board, or any of them, to fill any vacancies therein, and to
act notwithstanding vacancies, and any such appointment or delegation may
be upon such terms and subject to such conditions as the Board may think
fit, and the Board may remove any person so appointed, and may annul or
vary any such delegation, but no person dealing in good faith and without
notice of any such annulment or variation shall be affected thereby.
139. The Board may establish and maintain or procure the establishment and Pension funds,
maintenance of any contributory or non-contributory pension or donations, etc.
superannuation funds for the benefit of, or give or procure the giving of
donations, gratuities, pensions, allowances or emoluments to any persons
who are or were at any time in the employment or service of the Company, or
of any company which is a subsidiary of the Company, or is allied or
associated with the Company or with any such subsidiary company, or who are
or were at any time directors or officers of the Company or of any such
other company as aforesaid, and who hold or who have held any salaried
employment or office in the Company or such other company, and the wives,
widows, families and dependants of any such persons. The Board may also
establish and subsidise to any institutions, associations, clubs or funds
calculated to be for the benefit of or to advance the interests and
well-being of the Company or of any such other company as aforesaid or of
any such persons as aforesaid, and may make payments for or towards the
insurance of any such persons as aforesaid, and subscribe or guarantee
money for charitable or benevolent objects or for any exhibition or for any
public, general or useful object. The board may do any of the matters
aforesaid, either alone or in conjunction with any such other company as
aforesaid. Any Director holding any such employment or office shall be
entitled to participate in and retain for his own benefit any such
donation, gratuity, pension, allowance or emolument.
CAPITALISATION OF RESERVES
140. (a) The Company in general meeting may upon the recommendation of the Power to capitalise.
Directors resolve that it is desirable to capitalise any part of the
amount for the time being standing to the credit of any of the
Company's reserve accounts or to the credit of the profit and loss
account or otherwise available for distribution (and not required for
the payment or provision of the dividend on any shares with a
preferential right to dividend) and accordingly that such sums be set
free for distribution amongst the members holding ordinary shares in
proportion to the number of ordinary shares (whether or not fully
paid) held by them respectively on condition that the same be not paid
in cash but be applied either in or towards paying up any amounts for
the time being unpaid on any shares held by such members respectively
or paying up in full unissued shares or debentures of the Company to
be allotted and distributed credited as fully paid up to and amongst
such members in the proportions aforesaid, or partly in the one
way and partly in the other, and the Board shall give effect to such
resolution, provided that a share premium account and a capital
redemption reserve fund may, for the purposes of this Article, only be
applied in the paying up of unissued shares to be issued to members of
the Company as fully paid up shares.
(b) Whenever such a resolution as aforesaid shall have been passed the Effect of resolution
Board shall make all appropriations and applications of the undivided to capitalise.
profits resolved to be capitalised thereby, and all allotments and
issues of fully paid up shares or debentures, if any, and generally
shall do all acts and things required to give effect thereto, with
full power to the Board to make such provision by the issue of
fractional certificates or by payment in cash or otherwise (including
provision for the benefit of fractional entitlements to accrue to the
Company rather than to the members concerned) as they think fit for
the case of shares or debentures becoming distributable in fractions,
and also to authorise any person to enter on behalf of all members
entitled thereto into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid up, of any
further shares or debentures to which they may be entitled upon such
capitalisation, or, as the case may require, for the payment up by the
Company on their behalf, by the application thereto of their
respective proportions of the profits resolved to be capitalised, of
the amounts or any part of the amounts remaining unpaid on their
existing shares, and any agreement made under such authority shall be
effective and binding on all such members.
SUBSCRIPTION RIGHTS RESERVE
141.(a) If, so long as any of the rights attached to any warrants issued by Subscription Rights
the Company to subscribe for shares of the Company shall remain Reserve.
exercisable, the Company does any act or engages in any transaction
which, as a result of any adjustments to the subscription price in
accordance with the provisions of the conditions of the warrants,
would reduce the subscription price to below the par value of a share
then the following provisions shall apply:-
(i) as from the date of such act or transaction the Company shall
establish and thereafter (subject as provided in this Article)
maintain
in accordance with the provisions of this Article a reserve (the
"Subscription Rights Reserve") the amount of which shall at no
time be less than the sum which for the time being would be
required to be capitalised and applied in paying up in full the
nominal amount of the additional shares required to be issued and
allotted credited as fully paid pursuant to sub-paragraph (iii)
of this paragraph (a) on the exercise in full of all the
subscription rights outstanding and shall apply the Subscription
Rights Reserve in paying up such additional shares in full as and
when the same are allotted;
(ii) the Subscription Rights Reserve will not be used for any purpose
other than that specified above until all other reserves of the
Company (other than share premium account and capital redemption
reserve fund) have been used and will then only be used to make
good losses of the Company if and so far as is required by law;
(iii) upon the exercise of all or any of the subscription rights
represented by any warrant, the relevant subscription rights
shall be exercisable in respect of a nominal amount of shares
equal to the amount in cash which the holder of such warrant is
required to pay on exercise of the subscription rights
represented thereby (or as the case may be, the relevant portion
thereof in the event of a partial exercise of the subscription
rights) and, in addition, there shall be allotted in respect of
such subscription rights to the exercising warrantholder credited
as fully paid such additional nominal amount of shares as is
equal to the difference between:-
(aa) the said amount in cash which the holder of such warrant is
required to pay on exercise of the subscription rights
represented thereby (or, as the case may be, the relevant
portion thereof in the event of a partial exercise of the
subscription rights) and
(bb) the nominal amount of shares in respect of which such
subscription rights would have been exercisable having
regard to the provisions of the conditions of the warrants,
had it been possible for such subscription rights to
represent the right to subscribe for shares at less than
par;
and immediately upon such exercise so much of the sum
standing to the credit of the Subscription Rights Reserve as
is required to pay up in full such additional nominal amount
of shares shall be capitalised and applied in paying up in
full such additional nominal amount of shares which shall
forthwith be allotted and credited as fully paid to the
exercising warrantholders;
(iv) if upon the exercise of the subscription rights represented by
any warrant the amount standing to the credit of the Subscription
Rights Reserve is not sufficient to pay up in full such
additional nominal amount of shares equal to such difference as
aforesaid to which exercising warrantholder is entitled, the
Board shall apply any profits or reserve then or thereafter
becoming available (including to the extent permitted by law,
share premium account and capital redemption reserve fund) for
such purpose until such additional nominal amount of shares is
paid up and allotted as aforesaid and until such time no dividend
or other distributions shall be paid or made on the shares.
Pending such payment up and allotment the exercising
warrantholder shall be issued by the Company with a certificate
evidencing his right to the allotment of such additional nominal
amount of shares. The rights represented by any such certificate
shall be in registered form and shall be transferable in whole or
in part in units of one share in the like manner as the shares
for the time being transferable, and the Company shall make such
arrangements in relation to the maintenance of a register
therefor and other matters in relation thereto as the Board may
think fit and adequate particulars thereof shall be made known to
each relevant exercising warrantholder upon the issue of such
certificate.
(b) Shares allotted pursuant to the provisions of this Article shall rank
pari passu in all respects with the other shares allotted on the
relevant exercise of the subscription rights represented by the
warrant concerned.
(c) Notwithstanding anything contained in paragraph (a) of this Article no
fraction of a share shall be allotted on exercise of the subscription
rights.
(d) The provisions of this Article as to the establishment and maintenance
of the Subscription Rights Reserve shall not be altered or added to in
any way which would vary or abrogate, or which would have the effect
of varying or abrogating, the provisions for the benefit of any
warrantholder or class of warrantholders under this Article without
the sanction of a special resolution of such warrantholders or class
of warrantholders.
(e) A certificate or report by the Auditors as to whether or not the
Subscription Rights Reserve is required to be established and
maintained, as to the purposes for which the Subscription Rights
Reserve has been used, as to the extent to which it has been used to
make good losses of the Company, as to the additional nominal amount
of shares required to be allotted to an exercising warrantholder
credited as fully paid and as to any other matter concerning the
Subscription Rights Reserve shall (in the absence of manifest error)
be conclusive and binding upon the Company and all warrantholders and
shareholders.
DIVIDENDS AND RESERVES
142. The Company in general meeting may declare dividends in any currency, but Power to declare dividends.
no dividends shall exceed the amount recommended by the Board.
143. (a) The Board may from time to time pay to the members such interim Board's power to pay
Board's power to pay dividends as appear to the Board to be justified interim dividends.
by the profits of the interim dividends. Company, and in particular
(but without prejudice to the generality of the foregoing) if at any
time the share capital of the Company is divided into different
classes, the Board may pay such interim dividends in respect of those
shares in the capital of the Company which confer on the holders
thereof deferred or non-preferential rights as well as in respect of
those shares which confer on the holders thereof preferential rights
with regard to dividend and provided that the Board acts bona fide the
Board shall not incur any responsibility to the holders of shares
conferring any preference for any damage that they may suffer by
reason of the payment of an interim dividend on any shares having
deferred or non-preferential rights.
(b) The Board may also pay half-yearly or at other suitable intervals to
be settled by it any dividend which may be payable at a fixed rate if
the Board is of the opinion that the profits justify the payment.
144. (a) No dividend shall be payable except out of the profits of the Provisions as to dividends.
Company. No dividend shall carry interest.
(b) For so long as any share issued under any share incentive scheme for
employees remains subject to restrictions on dividends, voting and
transfer imposed thereby, but without prejudice to the entitlement of
the holder of such share to participate in any distribution on
capitalization of reserves under Article 140, no dividend whether
payable in cash or in specie or by way of allotment of fully paid
shares under Article l46 hereof shall be declared or paid on such
share.
145. Whenever the Board or the Company in general meeting have resolved that a Dividend in specie.
dividend be paid or declared, the Board may further resolve that such
dividend be satisfied wholly or in part by the distribution of specific
assets of any kind and in particular of paid up shares, debentures or
warrants to subscribe securities of the Company or any other company, or in
any one or more of such ways, and where any difficulty arises in regard to
the distribution the Board may settle the same as it thinks expedient, and
in particular may issue fractional certificates, disregard fractional
entitlements or round the same up or down, and may fix the value for
distribution of such specific assets, or any part thereof, and may
determine that cash payment shall be made to any members upon the footing
of the value so fixed in order to adjust the rights of all parties, and may
vest and such specific assets in trustees as may seem expedient to the
Board and may appoint any person to sign any requisite instruments of
transfer and other documents on behalf of the persons entitled to the
dividend, and such appointment shall be effective. Where requisite, a
contract shall be filed in accordance with the provisions of the Ordinance,
and the Board may appoint any person to sign such contract on behalf of the
persons entitled to the dividend, and such appointment shall be effective.
146. (a) Whenever the Board or the Company in general meeting have resolved Scrip dividends.
that a dividend be paid or declared on the share capital of the
Company, the Board may further resolve:-
(i) That such dividend be satisfied wholly or in part in the form of
an allotment of shares credited as fully paid provided that the
shareholders entitled thereto will be entitled to elect to
receive such dividend (or part thereof) in cash in lieu of such
allotment. In such case, the following provisions shall apply:-
(aa) the basis of any such allotment shall be determined by the
Board;
(bb) the Board, after determining the basis of allotment, shall
give not less than two weeks' notice in writing to the
holders of the relevant shares of the right of election
accorded to them and shall send with such notice forms of
election and specify the procedure to be followed and the
place at which and the latest date and time by which duly
completed forms of election must be lodged in order to be
effective;
(cc) the right of election may be exercised in whole or in part;
(dd) the dividend (or that part of the dividend to be satisfied
by the allotment of shares as aforesaid) shall not be
payable in cash on shares in respect whereof the cash
election has not been duly exercised ("the non-elected
shares") and in satisfaction thereof shares shall be
allotted credited as fully paid to the holders of the
non-elected shares on the basis of allotment determined as
aforesaid and for such purpose the Board shall capitalise
and apply out of any part of the undivided profits of the
Company (including profits carried and standing to the
credit of any reserve or reserves or other special account
other than the Subscription Rights Reserve or Conversion
Rights Reserve or Capital Redemption Reserve Fund (if there
be any such Reserves)) as the Board may determine, such sum
as may be required to pay up in full the appropriate number
of shares for allotment and distribution to and amongst the
holders of the non-elected shares on such basis; or
(ii) That the shareholders entitled to such dividend be entitled to
elect to receive an allotment of shares credited as fully paid in
lieu of the
whole or such part of the dividend as the Board may think fit. In
such case, the following provisions shall apply:-
(aa) the basis of any such allotment shall be determined by the
Board;
(bb) the Board, after determining the basis of allotment, shall
give not less than two weeks' notice in writing to the
holders of the relevant shares of the right of election
accorded to them and shall send with such notice forms of
election and specify the procedure to be followed and the
place at which and the latest date and time by which duly
completed forms of election must be lodged in order to be
effective;
(cc) the right of election may be exercised in whole or in part;
(dd) the dividend (or that part of the dividend in respect of
which a right of election has been accorded) shall not be
payable in cash on shares in respect whereof the share
election has been duly exercised ("the elected shares") and
in lieu thereof shares shall be allotted credited as fully
paid to the holders of the elected shares on the basis of
allotment determined as aforesaid and for such purpose the
Board shall capitalise and apply out of any part of the
undivided profits of the Company (including profits carried
and standing to the credit of any reserve or reserves or
other special account other than the Subscription Rights
Reserve or Conversion Rights Reserve or Capital Redemption
Reserve Fund (if there be any such Reserves)) as the Board
may determine, such sum as may be required to pay up in full
the appropriate number of shares for allotment and
distribution to and amongst the holders of the elected
shares on such basis.
(b) (i) The shares allotted pursuant to the provisions of paragraph (a)
shall rank pari passu in all respects with the shares of the same
class (if any) then in issue save only as regards participation
in the relevant dividend.
(ii) The Directors may do all acts and things considered necessary or
expedient to give effect to any capitalisation pursuant to the
provisions of paragraph (a), with full power to the Board to make
such provisions as they think fit in the case of shares becoming
distributable in fractions (including provisions whereby, in
whole or in part, fractional entitlements are aggregated or
rounded up or down or whereby the benefit of fractional
entitlements accrues to the Company rather than to the members
concerned). The Board may authorise any person to enter into, on
behalf of all members interested, an agreement with the Company
providing for such capitalisation and matters incidental thereto
and any agreement made pursuant to such authority shall be
effective and binding on all concerned.
(c) The Company may upon the recommendation of the Board by special
resolution resolve in respect of any particular dividend of the
Company that notwithstanding the provisions of paragraph (a) of this
Article a dividend may be satisfied wholly in the form of an allotment
of shares credited as fully paid without offering any right to
shareholders to elect to receive such dividend in cash in lieu of such
allotment.
(d) The Board may on any occasion determine that an allotment of shares
under paragraph (a)(i) of this Article or a right of election to
receive an allotment of shares under paragraph (a)(i) of this Article
shall not be made or made available to any shareholders with
registered addresses in any territory where in the absence of a
registration statement or other special formalities the allotment of
shares or the circulation of an offer of such right of election would
or might be unlawful, and in such event the provisions aforesaid shall
be read and construed subject to such determination.
147. The Board may, before recommending any dividend, set aside out of the Reserves.
profits of the Company such sums as it thinks fit as a reserve or reserves
which shall, at the discretion of the Board, be applicable for meeting
claims on or liabilities of the Company or contingencies or for paying off
any loan capital or for equalising dividends or for any other purpose to
which the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business
of the Company or be
invested in such investments (other than shares of the Company) as the
Board may from time to time think fit, and so that it shall not be
necessary to keep any investments constituting the reserve or reserves
separate or distinct from any other investments of the Company. The Board
may also without placing the same to reserve carry forward and profits
which it may think prudent not to divide.
148. Subject to the rights of persons, if any, entitled to shares with special Dividends to be paid in
rights as to dividend, all dividends shall be declared and paid according proportion to paid up
to the amounts paid or credited as paid up on the shares in respect whereof capital.
the dividend is paid, but no amount paid up or credited as paid up on a
share in advance of calls shall be treated for the purposes of this Article
as paid up on the share. All dividends shall be apportioned and paid
proportionately to the amounts paid or credited as paid up on the shares
during any portion or portions of the period in respect of which the
dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such shares shall rank
for dividend accordingly.
149. (a) The Board may retain any dividends or other moneys payable on or in Retention of dividends, etc.
respect of a share upon which the Company has a lien, and may apply
the same in or towards satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.
(b) The Board may deduct from any dividend or bonus payable to any member Deduction of debts.
all sums of money (if any) presently payable by him to the Company on
account of calls, instalments or otherwise in relation to the shares
of the Company.
150. Any general meeting sanctioning a dividend may make a call on the members Dividend and call together.
of such amount as the meeting fixes, but so that the call on each member
shall not exceed the dividend payable to him, and so that the call be made
payable at the same time as the dividend, and the dividend may, if so
arranged between the Company and the member, be set off against the call.
151. A transfer of shares shall not pass the right to any dividend or bonus Effect of transfer.
declared thereon before the registration of the transfer.
152. If two or more persons are registered as joint holders of any share, any Receipts of dividends on
one of such persons may give effectual receipts for any dividends, interim shares held by joint holders.
dividends or bonuses and other moneys payable in respect of such shares.
153. Unless otherwise directed by the Board, any dividend or bonus may be paid Payment by post.
by cheque or warrant sent through the post to the registered address of the
member entitled, or, in case of joint holders, to the registered address of
that one whose name stands first in the register in respect of the joint
holding or to such person and to such address as the holder or joint
holders may in writing direct. Every cheque or warrant so sent shall be
sent at the risk of the holder or joint holder, as the case may be, and
made payable to the order of the person to whom it is sent, and the payment
of any such cheque or warrant shall operate as a good discharge to the
Company in respect of the dividend and/or bonus represented thereby,
notwithstanding that it may subsequently appear that the same has been
stolen, or that any endorsement thereon has been forged.
154. All dividends or bonuses unclaimed for one year after having been declared Unclaimed dividends.
may be invested or otherwise made use of by the Board for the benefit of
the Company until claimed and the Company shall not be constituted a
trustee in respect thereof for any profit or benefit derived therefrom. All
dividends or bonuses unclaimed for six years after having been declared may
be forfeited by the Board and shall revert to the Company.
155. Any resolution declaring a dividend on shares of any class, whether a Record dates.
resolution of the Company in general meeting or a resolution of the Board,
may specify that the same shall be payable or distributable to the persons
registered as the holders of such shares on a particular date or at a point
of time on a particular date, notwithstanding that it may be a date prior
to that on which the resolution is passed, and thereupon the dividend shall
be payable or distributable to them in accordance with their respective
holdings so registered, but without prejudice to the rights inter se in
respect of such dividend of transferors and transferees of any such shares.
The provisions of this Article shall mutatis mutandis apply to bonuses,
capitalisation issue, distributions of realised capital profits or offers
or grants made by the Company to the members.
156. Without prejudice to the rights of the Company under Article 154, the Company may cease
Company may cease sending such cheques for dividend entitlements or sending dividend warrants.
dividend warrants by post if such cheques or warrants have been left
uncashed on two consecutive
occasions. However, the Company may exercise the power to cease sending
cheques for dividend entitlements or dividend warrants after the first
occasion on which such a cheque for dividend entitlements or dividend
warrants is returned delivered.
157. The Company shall have the power to sell, in such manner as the Board may Company may sell shares of
think fit, any shares of a member who is untraceable, but no such sale untraceable members.
shall be made unless:-
(i) all cheques or warrants, being not less than three in total number,
for any sum payable in cash to the holder of such shares in respect of
them sent during the relevant period in the manner authorised by the
Articles of the Company have remained uncashed;
(ii) so far as it is aware at the end of the relevant period, the Company
has not at any time during the relevant period received any indication
of the existence of the member who is the holder of such shares or of
a person entitled to such shares by death, bankruptcy or operation of
law; and
(iii) the Company has caused an advertisement to be inserted in English in
an English language newspaper and in Chinese in a Chinese language
newspaper giving notice of its intention to sell such shares and has
notified The Stock Exchange of Hong Kong Limited of such intention and
a period of three months has elapsed since the date of such
advertisement.
For the purpose of the foregoing, "relevant period" means the period
commencing twelve years before the date of publication of the advertisement
referred to in paragraph (iii) of this Article and ending at the expiry of
the period referred to in that paragraph.
To give effect to any such sale the Board may authorise any person to
transfer the said shares and instrument of transfer signed or otherwise
executed by or on behalf of such person shall be as effective as if it had
been executed by the registered holder or the person entitled by
transmission to such shares, and the purchaser shall not be bound to see to
the application of the purchase money nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings relating to
the sale. The net proceeds of the sale will belong to the Company and upon
receipt by the Company of such net proceeds it shall
become indebted to the former member for an amount equal to such net
proceeds. No trust shall be created in respect of such debt and no interest
shall be payable in respect of it and the Company shall not be required to
account for any money earned from the net proceeds which may be employed in
the business of the Company or as it thinks fit. Any sale under this
Article shall be valid and effective notwithstanding that the member
holding the shares sold is dead, bankrupt or otherwise under any legal
disability or incapacity.
ACCOUNTS
158. The Board shall cause true accounts to be kept of the sums of money Accounts to
received and expended by the Company, and the matters in respect of which be kept.
such receipt and expenditure take place, and of the property, assets,
credits and liabilities of the Company and of all other matters required by
the Ordinance or necessary to give a true and fair view of the Company's
affairs and to explain its transactions.
159. The books of accounts shall be kept at the registered office or at such Where accounts to be kept.
other place or places as the Board thinks fit and shall always be open to
the inspection of the Directors.
160. The Board shall from time to time determine whether and to what extent, at Inspection by members.
what times and places and under what conditions or regulations, the
accounts and books of the Company, or any of them, shall be open to the
inspection of the members not being Directors, and no member (not being a
Director) shall have any right of inspecting any account or book or
document of the Company, except as conferred by the Ordinance or authorised
by the Directors or by the Company in general meeting.
161. (a) The Board shall from time to time in accordance with the provisions of Annual Report and/or summary
the Ordinance cause to be prepared and to be laid before the members financial report.
of the Company at every annual general meeting, the Annual Report
and/or the summary financial report which complies with Section
141CF(1) of the Companies Ordinance and such other reports and
accounts as may be required by law.
(b) Every Annual Report shall be signed pursuant to the provisions of the Annual Report and/or summary
Ordinance and copies of those documents (including but not limited to financial report to be sent
the Annual Report and/or the summary financial report) which are to be to members.
laid
before the members of the Company at an annual general meeting shall
not less than 21 days before the date of the annual general meeting be
made available in printed form and/or using electronic means whether
in the English language only, in the Chinese language only or in both
the English language and the Chinese language and at the same time as
the notice of an annual general meeting to every member of the
Company, every holder of debentures of the Company, every person
registered under Article 45 and every other person entitled to receive
notices of general meetings of the Company in compliance with the
Listing Rules and any applicable law, rules or regulations, provided
that the Company shall not be required to make available those
documents to any person of whose address the Company is not aware or
to more than one of the joint holders of any shares or debentures
whether in printed form or by electronic means. In the case of those
documents being made available in printed form, such documents will be
sent by post to the registered addresses of those entitled to receive
them as set out above.
(c) Where a member, in accordance with the Listing Rules and any
applicable law, rules or regulations has consented to treat the
publication of the Annual Report or the summary financial report as
set out in Article 161(a) using electronic means or has consented to
receiving the summary financial report instead of the Annual Report,
as discharging the Company's obligation under the Listing Rules and
any applicable law, rules or regulations to send a copy of such
relevant financial documents, then publication by the Company, in
accordance with the Listing Rules and any applicable law, rules or
regulations, using electronic means of such relevant financial
documents and/or receipt by such member of the summary financial
report at least 21 days before the date of the relevant general
meeting, shall, in relation to each such member, be deemed to
discharge the Company's obligations under Article 161(a) provided that
any person who is otherwise entitled to such financial documents of
the Company may, if he so requires, by notice in writing served on the
Company, demand that the Company sends to him, a complete printed copy
of the Annual Report or the summary financial report not previously
requested by him.
AUDITORS
162. Auditors shall be appointed and their duties regulated in accordance with Auditors.
the provisions of the Companies Ordinance.
163. Subject as otherwise provided by the Ordinance, the remuneration of the Remuneration of Auditors.
Auditors shall be fixed by the Company in general meeting.
164. Every statement of accounts, audited by the Company's Auditors and When accounts to be deemed
presented by the Board at an annual general meeting, shall after approval finally settled.
at such meeting, be conclusive except as regards any error discovered
therein within three months of the approval thereof. Whenever any such
error is discovered within that period, it shall forthwith be corrected,
and the statement of accounts amended in respect of the error shall be
conclusive.
NOTICES
165. Any notice or document or any Corporate Communication to be given or issued Service of notices.
under these Articles shall be in writing, and may be served by the Company
and/or by the Board on any member either personally or by sending it
through the post in a prepaid letter, envelope or wrapper addressed to such
member at his registered address as appearing in the register or (in the
case of notice) by advertisement published in both an English language
newspaper in English and a Chinese language newspaper in Chinese or by any
electronic means in compliance with these Articles and the Listing Rules
and any applicable law, rules or regulations provided that the Company has
obtained the member's prior express positive confirmation in writing to
receive or otherwise have made available to him notices and documents to be
given or issued to him by the Company by such electronic means. In the case
of joint holders of a share, all notices shall be given to that holder for
the time being whose name stands first in the register and notice so given
shall be sufficient notice to all the joint holders.
166. A member shall be entitled to have notice served on him at any address Members out of Hong Kong.
within Hong Kong or by any electronic means in compliance with these
Articles, legislation and the Listing Rules and any applicable law, rules
or regulations. Any member whose registered address is outside Hong Kong
may notify the Company in writing of an address in Hong Kong which for the
purpose of
service of notice shall be deemed to be his registered address. A member
who does not notify the Company of an address in Hong Kong may notify the
Company of an address outside Hong Kong and the Company may serve notices
on him at such overseas address. In the absence of notification by a member
of an address in Hong Kong or overseas for the purpose of service of
notice, such member shall be deemed to have received any notice which shall
have been displayed at the registered office of the Company and shall have
remained there for the space of twenty-four hours and such notice shall be
deemed to have been received by such member on the day following that on
which it shall have been first so displayed.
167. Any notice sent by post shall be deemed to have been served on the day When notice by post or
following that on which the envelope or wrapper containing the same is put electronic means deemed
into a post office situated within Hong Kong and in proving such service it to be served.
shall be sufficient to prove that the envelope or wrapper containing the
notice was properly prepaid (and in the case of an address outside Hong
Kong where airmail service can be extended thereto airmail postage
prepaid), addressed and put into such post office and a certificate in
writing signed by the Secretary or other person appointed by the Board that
the envelope or wrapper containing the notice was so addressed and put into
such post office shall be conclusive evidence thereof. Any notice or
document or Corporate Communication sent by electronic mail shall be deemed
to have been served at the time when such notice or document or Corporate
Communication is transmitted provided no notification is received by the
Company that such notice or document has not reached its recipient. Any
notice or document or Corporate Communication which the Company has made
available to any member by publication on its own website or computer
network or the website of The Stock Exchange of Hong Kong Limited shall be
deemed to have been served on the day on which such publication is made.
168. A notice or document or Corporate Communication may be given by the Company Services of notice to persons
to the person or persons entitled to a share in consequence of the death, entitled on death, mental
mental disorder or bankruptcy of a member in the manner set out in Article disorder or bankruptcy
165 in which the same might have been given if the death, mental disorder of a member.
or bankruptcy had not occurred.
169. Any person who by operation of law, transfer or other means whatsoever Transferee to be bound
shall become entitled to any share shall be bound by every notice in by prior notices.
respect of such
share which previously to his name and address being entered on the
register shall be duly given to the person from whom he derives his title
to such share.
170. Any notice or document or Corporate Communication delivered or sent by post Notice valid though
or left at the registered address of any member or made available by Member deceased.
electronic means in compliance with these Articles, legislation and the
Listing Rules and any applicable law, rules or regulations, shall
notwithstanding that such member be then deceased and whether or not the
Company has notice of his death be deemed to have been duly served in
respect of any registered shares whether held solely or jointly with other
persons by such member until some other person be registered in his stead
as the holder or joint holder thereof, and such service shall for all
purposes of these presents be deemed a sufficient service of such notice or
document on his personal representatives and all persons (if any) jointly
interested with him in any such shares.
171. (a) The signature to any notice to be given by the Company may be written How notice to be signed.
or printed by means of facsimile or where relevant, by Electronic
Signature.
(b) Subject to the Listing Rules and any applicable laws, rules and
regulations, any notice or document, including but not limited to the
documents referred to in Article 161 and any Corporate Communication,
may be given in the English language only, in the Chinese language
only or in both the English language and the Chinese language provided
that the Company has obtained the relevant member's prior express
positive confirmation in writing to receive or otherwise have made
available to him such notices or documents in either the English
language only or the Chinese language only or in both the English
language and the Chinese language and provided further that such
member may, if he so requires, by notice in writing served on the
Company, demand at any time that the Company sends or makes available
to him any notice or document or Corporate Communication in the
language not previously provided to him.
INFORMATION
172. No member (not being a Director) shall be entitled to require discovery of Members not entitled to
or any information respecting any detail of the Company's trading or any secret information.
matter which is or may be in the nature of a trade secret, mystery of trade
or secret process which may relate to the conduct of the business of the
Company and
which in the opinion of the Board it will be inexpedient in the interests
of the members of the Company to communicate to the public.
DOCUMENTS
173. (a) Any Director or the Secretary or any person appointed by the Board for Authentication of
the purpose shall have power to authenticate any documents affecting documents.
the constitution of the Company and any resolutions passed by the
Company or the Board or any committee of the Board and any books,
records, documents and accounts, relating to the business of the
Company, and to certify copies thereof or extracts therefrom as true
copies or extracts; and, where any books, records, documents and
accounts are elsewhere than at the registered office, the local
manager or other officer of the Company having the custody thereof
shall be deemed to be a person appointed by the Board as aforesaid. A
document purporting to be a copy of a resolution, or an extract from
the minutes of a meeting, of the Company or of the Board or any
committee of the Board which is certified as aforesaid shall be
conclusive evidence in favour of all persons dealing with the Company
upon the faith thereof that such resolution has been duly passed or,
as the case may be, that such minutes or extract is a true and
accurate record of proceedings at a duly constituted meeting.
(b) (i) The Company shall be entitled to destroy the following documents Destruction of
at the following times:- documents.
(aa) registered instruments of transfer: at any time after the
expiration of seven years from the date of registration
thereof;
(bb) allotment letters: at any time after the expiration of seven
years from the date of issue thereof;
(cc) copies of powers of attorney, grants of probate and letters
of administration: at any time after the expiration of two
years after the account to which the relevant power of
attorney, grant of probate or letters of administration
related has been closed;
(dd) dividend mandates and notifications of change of address: at
any time after the expiration of two years from the data of
recording thereof; and
(ee) cancelled share certificates: at any time after the
expiration of one year from the date of the cancellation
thereof.
(ii) It shall conclusively be presumed in favour of the Company:-
(aa) that every entry in the register purporting to be made on
the basis of any such documents so destroyed was duly and
properly made; and
(bb) that every such document so destroyed was valid and
effective and had been duly and properly registered,
cancelled, or recorded in the books or records of the
Company, as the case may be.
(iii) (aa) The provisions aforesaid shall apply only to the
destruction of a document in good faith and without notice
of any claim (regardless of the parties thereto) to which
the document might be relevant;
(bb) Nothing herein contained shall be construed as imposing upon
the Company any liability in respect of the destruction of
any such document earlier than as aforesaid or in any other
circumstances which would not attach to the Company in the
absence of this Article; and
(cc) References herein to the destruction of any document include
references to the disposal thereof in any manner.
WINDING UP
174. If the Company shall be wound up (whether the liquidation is voluntary, Division of assets in
under supervision or by the court) the liquidator may with the authority of liquidation.
a special resolution, divide among the members in specie or kind the whole
or any part of the assets of the Company and whether or not the assets
shall consist of property
of one kind or shall consist of properties of different kinds, and may for
such purpose set such value as he deems fair upon any one or more class or
classes of property and may determine how such division shall be carried
out as between the members or different classes of members. The liquidator
may, with the like authority, vest any part of the assets in trustees upon
such trusts for the benefit of members as the liquidator with the like
authority shall think fit, and liquidation of the Company may be closed and
the Company dissolved, but so that no contributory shall be compelled to
accept any shares or other assets in respect of which there is a liability.
175. In the event of a winding-up of the Company in Hong Kong, every member of Service of process.
the Company who is not for the time being in Hong Kong shall be bound,
within fourteen days after the passing of an effective resolution to wind
up the Company voluntarily, or the making of an order for the winding-up of
the Company, to serve notice in writing on the Company appointing some
person resident in Hong Kong and stating that person's full name, address
and occupation upon whom all summonses, notices, process, orders and
judgments in relation to or under the winding-up of the Company may be
served, and in default of such nomination the liquidator of the Company
shall be at liberty on behalf of such member to appoint some such person,
and service upon any such appointee, whether appointed by the member or the
liquidator, shall be deemed to be good personal service on such member for
all purposes, and where the liquidator makes any such appointment, he shall
with all convenient speed give notice thereof to such member by
advertisement in an English language newspaper in English and a Chinese
language newspaper in Chinese as he shall deem appropriate or by a
registered letter sent through the post and addressed to such member at his
address as mentioned in the register, and such notice shall be deemed to be
served on the day following that on which the advertisement appears or the
letter is posted.
INDEMNITY
176. (a) Every Director, manager, Secretary or other officer and every auditor Indemnity.
of the Company shall be entitled to be indemnified out of the assets
of the Company against all losses or liabilities (including any such
liability as is mentioned in paragraph (c) of the proviso to Section
165 of the Ordinance) which he may sustain or incur in or about the
execution of the duties of his office or otherwise in relation
thereto, and no Director, manager, Secretary
or other officer or Auditor shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Company in the
execution of the duties of his office or in relation thereto. But this
Article shall only have effect in so far as it provisions are not
avoided by the said Section.
(b) Subject to Section 165 of the Ordinance, if any Director or other
person shall become personally liable for the payment of any sum
primarily due from the Company, the Board may execute or cause to be
executed any mortgage, charge, or security over or affecting the whole
or any part of the assets of the Company by way of indemnity to secure
the Director or person so becoming liable as aforesaid from any loss
in respect of such liability.
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Name, Addresses and Descriptions of Subscribers
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(SD.) Chong Yet Sing [Chinese text omitted]
00, Xxxxxxx Xxxx Xxxx,
Xxxx 0X,
Xxxx Xxxx.
Merchant
(SD.) Xxxxx Xxx Xxxxx [Chinese text omitted]
00, Xxxxxxx Xxxx Xxxx,
Xxxx 0X,
Xxxx Xxxx.
Merchant
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Dated the 7th day of April, 1979.
WITNESS to the above signatures:
(SD.) XXXXX XX
Secretary
904 China Underwriters Life Xxxxxxxx,
00-00 Xxx Xxxxx Xxxx, Xxxxxxx,
Xxxx Xxxx.