THE COMPANIES ORDINANCE (CHAPTER 32)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
CHINA MOBILE (HONG KONG) LIMITED
(Formerly CHINA TELECOM (HONG KONG) LIMITED)
1 NAME
The name of the Company is "CHINA MOBILE (HONG KONG) LIMITED".*
2 REGISTERED OFFICE
The Registered Office of the Company will be situated in Hong Kong.
3 GENERAL OBJECTS AND POWERS
The Company has the capacity and the rights, powers and privileges of a
natural person and, in addition and without limit, the Company may do
anything which it is permitted or required to do by any enactment or rule of
law.
4 LIABILITY OF MEMBERS
The liability of the members is limited.
5 CAPITAL
The Capital of the Company is HK$10,000 divided into 100,000 shares of
HK$0.10 each and the Company shall have power to divide the original or any
increased capital into several classes, and to attach thereto any
preferential, deferred, qualified, or other special rights, privileges,
restrictions or conditions.**
----------------------
* Pursuant to a Special Resolution passed on 16 June 2000, the name of the
Company was changed to "China Mobile (Hong Kong) Limited" with effect from 28
June 2000.
** By a Written Resolution passed on 27 September 1997, the Company's authorised
share capital was increased from HK$10,000 to HK$1,600,000,000 by the
creation of 15,999,900.000 new Ordinary Shares of HK$0.10 each and by an
Ordinary Resolution passed at the Extraordinary General Meeting of the
Company held on 10 November 2000, the Company's authorised share capital was
further increased from HK$1,600,000,000 to HK$3,000,000,000 by the creation
of 14,000,000,000 new Ordinary Shares of HK$1.00 each.
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We, the several persons whose names, addresses and descriptions are set out
below, 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:
<TABLE>
<CAPTION>
NUMBER OF SHARES TAKEN
NAMES ADDRESS AND DESCRIPTION OF SUBSCRIBERS BY EACH SUBSCRIBER
-------------------------------------------- ----------------------
<S> <C>
China Telecom (Hong Kong) Group Limited 1
Hong Kong company no. 569288, (formerly known as
China Telecom (Hong Kong) Limited of 16/F, Dah Sing
Financial Centre, 108 Gloucester Road, Wanchai, Hong
Kong
Corporation
For and on behalf of China Telecom (Hong Kong) Group
Limited
(Sd.) Chen Zhaobin
-------------------------------------------
Director
China Telecom Hong Kong (BVI) Limited 1
BVI I.B.C. company no. 244168,
of P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
Corporation
For and on behalf of China Telecom Hong Kong
(BVI) Limited
(Sd.) Chen Zhaobin
-------------------------------------------
Director
Total Number of Shares Taken 2
</TABLE>
Dated the 29 day of August, 1997.
WITNESS to the above signatures
Celia C.L. Lam (Sd. Celia Lam)
Solicitor
Hong Kong
Address:
14th Floor, Alexandra House
Chater Road
Central
Hong Kong
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THE COMPANIES ORDINANCE (CHAPTER 32)
COMPANY LIMITED BY SHARES
NEW ARTICLES OF ASSOCIATION
(ADOPTED BY SPECIAL RESOLUTION PASSED ON 8 OCTOBER 1997)
OF
CHINA MOBILE (HONG KONG) LIMITED
(FORMERLY CHINA TELECOM (HONG KONG) LIMITED)
(INCLUSIVE OF ALTERATIONS UP TO 16 OCTOBER 1997)
PRELIMINARY
1 The regulations in Table A in the First Schedule to the Ordinance shall not
apply to the Company.
INTERPRETATION
2 (a) In these Articles save where the context otherwise requires;
"AUDITORS" means the Auditors of the Company for the time being;
"CHAIRMAN" means the Chairman presiding at any meeting of members or
the Board;
"COMPANY" means the above-named Company;
"ORDINANCE" means the Companies (Chapter 32 of the Laws of Hong Kong),
and includes every 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;
"BOARD" and "DIRECTORS" means the directors for the time being of the
Company or the Directors present at a duly convened meeting of
directors at which a quorum is present;
"CALL" includes any instalment of a call and, in the application of
provisions of these Articles to forfeiture of shares, a sum which, by
the terms of issue of a share, is payable at a fixed time either in
respect of the nominal value of the share or by way of premium;
"CAPITAL" means the share capital from time to time of the Company;
"CLEARING HOUSE" shall mean a recognised clearing house within the
meaning of section 2 of the Securities and Futures (Clearing Houses)
Ordinance;
"DIVIDEND" includes distributions in specie or in kind, capital
distributions and capitalisation issues;
"DOLLARS" & "$" means dollars in the lawful currency of Hong Kong;
"HONG KONG" means the Hong Kong Special Administrative Region of the
People's Republic of China;
"MONTH" means calendar month;
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"OFFICE" means the registered office of the Company for the time being;
"PAID UP" includes credited as paid up;
"REGISTER" means the register of members of the Company kept pursuant
to the Ordinance and includes any branch register kept pursuant to the
Ordinance;
"SEAL" means the common seal of the Company or any official seal that
the Company may have as permitted by the Ordinance;
"SECRETARY" means the person or persons appointed for the time being to
perform for the Company the duties of a secretary;
"SHARE" means a share in the capital of the Company and includes stock
except where a distinction between stock and shares is expressed or
implied;
"STOCK EXCHANGE" means The Stock Exchange of Hong Kong Limited;
"THESE ARTICLES" means these Articles of Association in their present
form or as altered from time to time;
"IN WRITING" and "WRITTEN" includes facsimile and telex messages and
any mode of reproducing words in a legible and non-transitory form.
(b) In these Articles, if not inconsistent with the subject or context,
words importing the singular number only shall include the plural
number and vice versa, words importing any gender shall include all
other genders and references to persons shall include corporations
(acting, where applicable, by their duly authorised representatives).
(c) Subject as aforesaid, any words defined in the Ordinance shall, if not
inconsistent with the subject or context, bear the same meaning in
these Articles.
(d) The headings and any marginal notes are inserted for convenience only
and shall not affect the construction of these Articles.
THE OFFICE
3 The Office shall be at such place in Hong Kong as the Directors shall from
time to time appoint.
SHARES
4 Shares may be issued with a preferential or qualified right to dividends and
in the distribution of assets of the Company and with a special, or without
any right, of voting.
5 Without prejudice to any special rights, privileges or restrictions for the
time being attached to any issued shares, any unissued or forfeited shares
may be issued or re-issued upon such terms and conditions, and with such
rights, privileges and restrictions attached thereto, whether in regard to
dividends, voting, repayment or redemption of share capital, or otherwise, as
the Company may, subject to the Ordinance, from time to time determine or, in
the absence of any such determination, as the Directors shall determine.
6 The Board may, subject to the approval by the shareholders in general
meeting, issue warrants to subscribe for any class of shares or securities of
the Company on such terms as the Board may from time to time determine. Where
warrants are issued to bearer, no certificate thereof shall be issued to
replace one that has been lost unless the Board is satisfied beyond
reasonable doubt that the original certificate thereof has been destroyed and
the Company has received an
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indemnity in such form as the Board shall think fit with regard to the issue
of any such replacement certificate.
7 Save as provided by contract or the Ordinance or these Articles to the
contrary, all unissued shares shall be at the disposal of the Directors who
may allot, grant options over or otherwise deal with or dispose of the same
to such persons, at such times, for such consideration and generally upon
such terms and conditions as they shall in their absolute discretion think
fit, provided that no shares of any class shall be issued at a discount
except in accordance with section 50 of the Ordinance.
8 The Company may make arrangements on the issue of shares for a difference
between the holders of such shares in the amount of calls to be paid and the
time of payment of such calls.
9 If by the conditions of allotment of any shares the whole or part of the
issue price thereof shall be payable by instalments, every such instalment
shall, when due, be paid to the Company by the person who for the time being
and from time to time shall be the registered holder of the shares, or his
legal personal representative.
10 Subject to the provisions of section 49 of the Ordinance, 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.
11 Subject to the provisions of these Articles, except as required by law or
ordered by a court of competent jurisdiction, no person shall be recognised
by the Company as holding any share upon any trust, and except as aforesaid,
the Company shall not be bound by or required in any way to recognise any
contingent, future, partial or equitable interest in any share or in any
fractional part of a share or any other right in respect of any share or any
other claim to or in respect of any such share on the part of any person
(even when having notice thereof) except an absolute right to the entirety
thereof in the registered holder.
12 The Company may in connection with the issue of any shares exercise all
powers of paying interest out of capital and of paying commission and
brokerage conferred or permitted by the Ordinance.
13 No person shall become a member until his name shall have been entered into
the Register.
JOINT HOLDERS OF SHARES
14 Where two or more persons are registered as the holders of any share they
shall be deemed to hold the same as joint tenants with benefit of
survivorship, subject to the following provisions:-
(a) the Company shall not be bound to register more than four persons as
the holders of any shares except in the case of the legal personal
representatives of a deceased member;
(b) the joint holders of any shares shall be liable severally as well as
jointly in respect of all payments which ought to be made in respect of
such shares;
(c) on the death of any one of such joint holders the survivor or
survivors shall be the only person or persons recognised by the Company
as having any title to such shares, but the Directors may require such
evidence of death as they may deem fit;
(d) any one of such joint holders may give effectual receipts for any
dividend, bonus or return of capital payable to such joint holders; and
(e) the Company shall be at liberty to treat the person whose name stands
first in the Register as one of the joint holders of any shares as
solely entitled to delivery of the
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certificate relating to such shares, or to receive notices from the
Company, or to attend or vote at general meetings of the Company, and
any notice given to such person shall be deemed notice to all the joint
holders; but any one of such joint holders may be appointed the proxy
of the persons entitled to vote on behalf of such joint holders, and as
such proxy to attend and vote at general meetings of the Company, but
if more than one of such joint holders be present at any meeting
personally or by proxy that one so present whose name stands first in
the Register in respect of such shares shall alone be entitled to vote
in respect thereof.
SHARE CERTIFICATES
15 Every person whose name is entered as a member in the Register shall be
entitled without payment to receive within two months after allotment or
lodgment of an instrument of transfer duly stamped, or within such other
period as the conditions of issue shall provide, one certificate for all his
shares of any particular class, or if he shall so request, upon payment of a
fee (not exceeding HK$2.50 or such greater sum as the Stock Exchange may from
time to time permit) for every certificate after the first, as the Directors
shall from time to time determine, 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 the
event of a member transferring part of the shares represented by a
certificate in his name a new certificate in respect of the balance thereof
shall be issued in his name without payment and, in the case 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 share certificate shall be issued under the Seal (which for this
purpose may be any official seal as permitted by section 73A of the
Ordinance) and shall specify the number and class of shares and, if required,
the distinctive numbers thereof, to which the certificate relates, and the
amount paid up thereon and may otherwise be in such form as the Board may
from time to time determine. If at any time the share capital of the Company
is divided into different classes of shares, every share certificate issued
at that time shall comply with section 57A of the Ordinance, and no
certificate shall be issued in respect of more than one class of shares.
17 Subject to section 71A of the Ordinance, if any share certificate shall be
worn out, defaced, destroyed or lost, it may be replaced on payment of such
fee, if any (not exceeding HK$2.50 or such greater sum as the Stock Exchange
may from time to time permit), on such evidence being produced as the
Directors shall require, and in case of wearing out or defacement, on
delivery up of the old certificate, and in case of destruction or loss, on
the execution of such indemnity (if any), as the Directors may require. In
case of destruction or loss, the person to whom such replacement certificate
is given shall also bear and pay to the Company all expenses incidental to
the investigation by the Company of the evidence of such destruction or loss
and of the production of such indemnity.
CALLS ON SHARES
18 (a) The Directors may from time to time make calls upon the members in
respect of all moneys unpaid on their shares whether on account of the
nominal value of the shares or by way of premium but subject always to
the terms of issue of such shares, and any such call may be made
payable by instalments.
(b) Each member shall, subject to receiving at least fourteen days' notice
specifying the time or times and place for payment, pay to the Company
the amount called on his shares and at the time or times and place so
specified. The non-receipt of a notice of
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any call by, or the accidental omission to give notice of a call to,
any of the members shall not invalidate the call.
19 A call shall be deemed to have been made at the time when the resolution of
the Directors authorising such call was passed. A call may be revoked, varied
or postponed as to all or any of the members liable therefor as the Directors
may determine. A person on whom a call is made will remain liable for calls
made upon him notwithstanding the subsequent transfer of the shares in
respect whereof the call was made.
20 If any part of a call be not paid before or on the day appointed for payment
thereof, the person from whom the payment is due shall be liable to pay all
costs, charges and expenses that the Company may have incurred by reason of
such non-payment together with interest on the outstanding part thereof at
such rate as the Directors shall determine (not exceeding twenty per cent.
per annum) from the day appointed for the payment of such call or instalment
to the time of discharge thereof in full; but the Directors may, if they
shall think fit, waive the payment of such costs, charges, expenses or
interest or any part thereof.
21 If, by the terms of the issue of any shares or otherwise, any amount is made
payable upon allotment or at any fixed time, whether on account of the
nominal amount of the shares or by way of premium, every such amount shall be
payable as if it were a call duly made and payable on the date on which by
the terms of issue the same becomes payable; and all the provisions hereof
with respect to the payment of calls and interest thereon, or to the
forfeiture of shares for non-payment of calls shall apply to every such
amount and the shares in respect of which it is payable in the case of
non-payment thereof.
22 The Directors may, if they shall think fit, receive from any member willing
to advance the same (either in money or money's worth) all or any part of the
moneys uncalled and unpaid or instalments payable upon any shares held by
him; and upon all or any of the moneys so paid in advance the Directors may
(until the same would, but for such payment in advance, become presently
payable) pay interest at such rate as may be agreed upon between the member
paying the moneys in advance and the Directors (not exceeding twenty per
cent. per annum). But a payment in advance of a call shall not entitle the
shareholder to receive any dividend or to exercise any other rights or
privileges as a shareholder in respect of the share or the due portion of the
shares upon which payment has been advanced by such shareholder before it is
called. The Directors may also at any time repay the amount so advanced upon
giving to such member one month's notice in writing 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.
23 On the trial or hearing of any action for the recovery of any money due for
any call, it shall be sufficient to prove that the 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 money is due; that the resolution making the call is
duly recorded in the minute book of the Company; 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 matter whatsoever, but the proof of the matters
aforesaid shall be conclusive evidence that the money is due.
24 No member shall, unless the Directors otherwise determine, be entitled to
receive any dividend or bonus, or to receive notice of or to be present or
vote at any general meeting, either personally or (save as proxy for another
member) by proxy, or to exercise any privileges as a member, or be reckoned
in a quorum, until he shall have paid all calls or other sums for the time
being due and payable on every share held by him, whether alone or jointly
with any other person, together with interest and expenses (if any).
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FORFEITURE
25 If any member fails to pay in full any call or any instalment of a call on
the day appointed for payment thereof, the Directors may at any time
thereafter, during such time as any part of the call remains unpaid without
prejudice to the provisions of Article 24, serve a notice on him requiring
him to pay so much of the call as is unpaid together with interest accrued
and any expenses incurred by reason of such non-payment.
26 The notice shall name a further day (not being less than fourteen days from
the date of the notice) on or before which such call or part thereof and all
interest accrued and expenses incurred by reason of such non-payment are to
be paid, and it shall also name the place where payment is to be made, such
place being either the Office, or some other place at which calls of the
Company are usually made payable. The notice shall also state that, in the
event of non-payment at or before the time and at the place appointed, the
shares in respect of which such call is payable will be liable to forfeiture.
27 If the requirements with regard to payment of any such notice as aforesaid be
not complied with, any shares in respect of which such notice has been given
may, at any time thereafter and before the payment required by the notice has
been made, be forfeited by a resolution of the Directors to that effect, and
any such forfeiture shall extend to all dividends and bonuses declared in
respect of the shares so forfeited but not payable until after such
forfeiture. The Directors 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.
28 Any shares so forfeited shall be deemed for the purposes of this Article to
be the property of the Company and may be sold, re-allotted or otherwise
disposed of either subject to or discharged from all calls made prior to the
forfeiture, to any person, upon such terms as to subscription price and
otherwise and in such manner and at such time or times as the Directors think
fit. For the purpose of giving effect to any such sale or other disposition
the Directors may authorise the transfer of the shares so sold or otherwise
disposed of to the purchaser thereof or any other person becoming entitled
thereto. The Directors shall account to the person whose shares have been
forfeited with the balance (if any) of monies received by the Company in
respect of those shares after deduction of expenses of forfeiture, sale or
disposal of the shares and any amounts due to the Company in respect of the
shares.
29 The Directors may, at any time before any shares so forfeited shall have been
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon
such conditions as they think fit or permit the share forfeited to be
redeemed upon the terms of payment of all calls and interest due thereon and
all expenses incurred in respect of the share, and upon such further terms
(if any) as it thinks fit.
30 Any person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares but shall notwithstanding the forfeiture be
and remain liable to pay to the Company all moneys which, at the date of
forfeiture, were payable by him to the Company in respect of the shares,
together with interest thereon from the date of forfeiture until payment at
such rate as the Directors may prescribe (not exceeding twenty per cent. per
annum), and the Directors may enforce the payment of such moneys or any part
thereof 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 that time has not yet arrived
be deemed to be payable at the date of forfeiture, and the same shall become
due
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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.
31 When any shares have been forfeited, notice of the resolution shall be given
to the member in whose name it stood immediately prior to the forfeiture and
an entry shall be made in the Register recording the forfeiture and the date
thereof but no forfeiture shall be in any manner invalidated by any omission
or neglect to give such notice or make any such entry, and so soon as the
shares so forfeited have been sold or otherwise disposed of an entry shall
also be made of the manner and date of the sale or disposal thereof.
LIEN
32 The Company shall have a first and paramount lien on every share (not being a
fully paid-up share) for all moneys outstanding in respect of such share
whether presently payable or not, and the Company shall also have a first and
paramount lien on every share (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, whether the same shall have been incurred before or
after notice has been given to the Company of any interest of any person
other than such member, and whether the time for the payment or discharge of
the same shall have already 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 or not. The Company's lien on a share shall extend
to all dividends payable thereon. The Directors may at any time either
generally or in any particular case waive any lien that has arisen, or
declare any share to be wholly or in part exempt from the provisions of this
Article.
33 The Company may sell in such manner as the Directors think fit any share on
which the Company has a lien, but no sale shall be made unless some sum in
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
and giving notice of intention to sell in default shall have been given to
the holder for the time being of the share or the person entitled thereto by
reason of his death, bankruptcy or winding-up or otherwise by operation of
law or court order.
34 The net proceeds of such sale after payment of the costs of such sale shall
be applied in or towards payment or satisfaction of the debts or liabilities
in respect whereof the lien exists so far as the same are 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 Directors may authorise some person to transfer the
shares so sold to the purchaser thereof 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 in
reference to the sale.
35 A statutory declaration in writing that the declarant is a Director or the
Secretary of the Company and that a share has been duly forfeited or
surrendered or sold on a date stated in the declaration shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the share. Such declaration and the receipt of the Company for
the consideration (if any) given for the share on the sale, re-allocation or
disposal thereof together with the share certificate delivered to a purchaser
or allottee thereof shall (subject to the execution of a transfer if the same
be required) constitute a good title to the share and the person to whom the
share is sold, re-allotted or disposed of shall 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
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affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, surrender, sale, re-allotment or disposal of the share.
TRANSFER OF SHARES
36 The instrument of transfer of any shares in the Company shall be in writing
in the usual common form or in such other form as the Board may accept and
may be under hand only or, if the transferor or transferee is a Clearing
House (or its nominee), by hand or by machine imprinted signature or by such
other manner of execution as the Board may approve from time to time and
shall be executed by or on behalf of the transferor and by or on behalf of
the transferee. The transferor shall remain the holder of the shares
concerned 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.
37 Every instrument of transfer shall be lodged at the Office for registration
(or at such other place as the Board may appoint for such purpose)
accompanied by the certificate relating to the shares to be transferred and
such other evidence as the Directors may require in relation thereto. All
instruments of transfer which shall be registered shall be retained by the
Company, but save where fraud is suspected any instrument of transfer which
the Directors may decline to register shall, on demand, be returned to the
person depositing the same.
38 There shall be paid to the Company in respect of the registration of a
transfer and of any Grant of Probate or Letters of Administration,
Certificate of Marriage or Death, Power of Attorney or other document
relating to or affecting the title to any share or for making of any entry in
the Register affecting the title to any share such fee (if any) as the
Directors may from time to time require or prescribe (but not exceeding
HK$2.50 or such greater sum as the Stock Exchange may from time to time
permit).
39 The registration of transfers may be suspended at such times and for such
periods as the Directors may, in accordance with section 99 of the Ordinance,
from time to time determine and either generally or in respect of any class
of shares.
40 The Directors may, subject to section 69 of the Ordinance, at any time in
their absolute discretion and without assigning any reason therefor decline
to register any transfer of any share (not being a fully paid-up share). If
the Directors refuse to register a transfer they shall, within two months
after the date on which the transfer was lodged with the Company, send to the
transferor and transferee notice of the refusal.
41 The Directors may also decline to register any transfer unless:-
(a) the instrument of transfer is in respect of only one class of share;
(b) in the case of a transfer to joint holders, the number of transferees
does not exceed four;
(c) the shares concerned are free of any lien in favour of the Company;
(d) the instrument of transfer is properly stamped;
(e) such other conditions as the Directors may from time to time impose for
the purpose of guarding against losses arising from forgery are
satisfied;
(f) a fee not exceeding the maximum fee prescribed or permitted from time
to time by the Stock Exchange is paid to the Company in respect
thereof;
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(g) 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.
42 No transfer may be made to an infant or to a person of unsound mind or under
other legal disability.
TRANSMISSION OF SHARES
43 In the case of the death of a member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representatives of the
deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his shares; but
nothing herein contained shall release the estate of a deceased holder,
whether sole or joint, from any liability in respect of any share solely or
jointly held by him.
44 Any person becoming entitled to shares in the Company in consequence of the
death, bankruptcy or winding-up of any member or otherwise by operation of
law or by court order shall, upon producing such evidence of his title as the
Directors may require, have the right either to be registered himself as the
holder of the shares upon giving to the Company notice in writing of such his
desire or to transfer such shares to some other person. All the limitations,
restrictions and provisions of these Articles and the Ordinance relating to
the right to transfer and the registration of transfers of shares shall be
applicable to any such notice or transfer as if the same were a transfer of
shares by a member, including the Directors' right to refuse or suspend
registration.
45 A person becoming entitled to shares in the Company in consequence of the
death, bankruptcy or winding-up of any member or otherwise by operation of
law or by court order shall have the right to receive and give a discharge
for any dividends or other moneys payable in respect of the shares, provided
always that the Directors may at any time give notice requiring any such
person to elect to be registered himself or to transfer the shares, and if
the notice is not complied with within sixty days, the Directors may
thereafter withhold payment of all dividends or other moneys payable in
respect of the shares until the requirements of the notice have been complied
with but subject to the requirements of Article 76 being met, such a person
may vote at meetings.
STOCK
46 The Company may from time to time by ordinary resolution convert any fully
paid-up shares into stock and may reconvert any stock into fully paid-up
shares of any denomination. After the passing of any resolution converting
all the fully paid-up shares of any class in the capital of the Company into
stock, any shares of that class which subsequently become fully paid-up and
rank pari passu in all other respects with such shares shall, by virtue of
this Article and such resolution, be converted into stock transferable in the
same units as the shares already converted.
47 The holders of stock may transfer the same or any part thereof in the same
manner and subject to the same regulations as the shares from which the stock
arose might prior to conversion have been transferred or as near thereto as
circumstances admit. The Directors may from time to time fix the minimum
amount of stock transferable and restrict or forbid the transfer of fractions
of such minimum, but the minimum shall not, without the sanction of an
ordinary resolution of the Company, exceed the nominal amount of each of the
shares from which the stock arose. No warrants to bearer shall be issued in
respect of any stock.
48 The holders of stock shall, according to the amount of the stock held by
them, have the same rights as regards dividends, participation in assets on a
winding-up, voting at general meetings of the Company and other matters as if
they held the shares from which the stock arose, but no such right (except as
to participation in dividends, profits and in assets on a reduction of
capital
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or a winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred such right.
49 Such of these Articles as are applicable to fully paid-up shares shall apply
mutatis mutandis to stock, and the words "share" and "shareholder" shall
include "stock" and "stockholder".
INCREASE OF CAPITAL
50 The Company may, from time to time, by ordinary resolution increase its
authorised capital by such sum divided into shares of such amounts as the
resolution shall prescribe.
51 The general meeting resolving upon the creation of any new shares may direct
that the same or any of them shall be offered in the first instance, and
either at par or at a premium or (subject to the provisions of the Ordinance)
at a discount, to all the holders for the time being of any class of shares
in the capital of the Company, in proportion to the number of shares of such
class held by them respectively, or make any other provisions as to the issue
and allotment of the new shares, and in default of any such direction, or so
far as the same shall not extend, the new shares shall be at the disposal of
the Directors, and Article 7 shall apply thereto. The Company may exercise
any powers conferred or permitted by the Ordinance or any other ordinance
from time to time to purchase or otherwise acquire its own shares and
warrants (including any redeemable shares) at any price or to give, directly
or indirectly, by means of a loan, guarantee, the provision of security or
otherwise, financial assistance for the purpose of or in connection with a
purchase or other acquisition made or to be made by any person of any shares
or warrants in the Company and should the Company purchase or otherwise
acquire its own shares or warrants neither the Company nor the Board shall be
required to select the shares or warrants to be purchased or otherwise
acquired ratably or in any other particular manner as between the holders of
shares or warrants of the same class or as between them and the holders of
shares or warrants 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 purchase or other acquisition or financial assistance shall only be
made or given in accordance with any relevant rules or regulations issued by
the Stock Exchange or the Securities and Futures Commission from time to time
in force.
52 Subject to any direction or determination that may be given or made in
accordance with the powers contained in these Articles, all new shares
created pursuant to Article 50 shall be subject to the same provisions herein
contained with reference to the payment of calls, transfer, transmission,
forfeiture, lien and otherwise as the existing shares of the Company.
ALTERATIONS OF SHARE CAPITAL
53 The Company may by ordinary resolution:-
(a) subdivide its existing shares or any of them into shares of smaller
amount than is fixed by the Memorandum of Association of the Company,
provided that in the subdivision of an existing share the proportion
between the amount paid and the amount (if any) unpaid on each reduced
share shall be the same as it was in the case of the share from which
the reduced share is derived, and so that the resolution whereby any
share is subdivided may determine that as between the holders of the
shares resulting from such subdivision one or more of the shares may,
as compared with the others, have any such preferred, deferred or other
special rights or be subject to any such restrictions as the Company
has power to attach to unissued or new shares;
(b) divide its shares into several classes and attach thereto respectively
any preferential, deferred, qualified or special rights, privileges or
conditions;
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(c) consolidate and divide its capital or any part thereof into shares of
larger amount than its existing shares;
(d) 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 authorised capital by the amount of the shares so
cancelled; or
(e) make provision for the issue and allotment of shares which do not carry
any voting rights.
54 The Company may by special resolution reduce its share capital and any
capital redemption reserve fund or any share premium account in any manner
allowed by law.
55 Where any difficulty arises in regard to any consolidation and division under
paragraph (c) of Article 53, the Directors may settle the same as they think
expedient and in particular may arrange for the sale of the shares
representing fractions and the distribution of the net proceeds of sale in
due proportion amongst the members who would have been entitled to the
fractions, and for this purpose the Directors may authorise some person to
transfer the shares representing fractions to the purchaser thereof, who
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.
MODIFICATION OF RIGHTS
56 All or any of the special rights attached to any class of shares (unless
otherwise provided for by the terms of issue of the shares of that class) for
the time being in issue may subject to the provisions of the Ordinance, at
any time, as well before as during liquidation, be altered or abrogated
either with the consent in writing of the holders of not less than
three-fourths 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
shares of that class, and all the provisions contained in these Articles
relating to general meetings shall mutatis mutandis apply to every such
meeting but so that the quorum thereof shall be not less than two persons
holding or representing by proxy one third in nominal value of the issued
shares of the class, and that any holder of shares of that class present in
person or by proxy may demand a poll.
57 The provisions of the foregoing Article shall apply to the variation or
abrogation of the special rights attached to some only of the shares of any
class as if each group of shares of the class differently treated formed a
separate class the rights whereof are to be varied.
58 The special rights conferred upon the holders of the shares or class of
shares shall not unless otherwise expressly provided in the rights attaching
to or the terms of issue of such shares, be deemed to be altered by the
creation or issue of further shares ranking pari passu therewith.
GENERAL MEETINGS
59 The Company shall in each year hold a general meeting as its annual general
meeting in addition to any other meetings in that year. The annual general
meeting shall be held at such time (within a period of not more than fifteen
months, or such longer period as the Registrar of Companies may authorise in
writing, after the holding of the last preceding annual general meeting) and
place as may be determined by the Directors. All other general meetings shall
be called extraordinary general meetings.
60 The Directors may whenever they think fit, and shall on requisition in
accordance with the Ordinance, proceed to convene an extraordinary general
meeting.
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NOTICE OF GENERAL MEETINGS
61 Subject to section 116C of the Ordinance, an annual general meeting and a
meeting called for the passing of a special resolution shall be called by not
less than 21 days' notice in writing, and any other general meeting shall be
called by not less than fourteen days' notice in writing. The notice shall
specify the place, date and time of meeting, and, in the case of special
business, the general nature of that business. The notice convening an annual
general meeting shall specify the meeting as such, and the notice convening a
meeting to pass a special resolution shall specify the intention to propose
the resolution as a special resolution. There shall appear on every such
notice with reasonable prominence a statement that a member entitled to
attend and vote is entitled to appoint one or more proxies to attend and vote
instead of him and that a proxy need not be a member of the Company.
62 Notwithstanding that a meeting of the Company is called by shorter notice
than that specified in these Articles or required by the Ordinance, it shall
be deemed to have been duly called if it is so agreed:-
(a) in the case of a meeting called as the annual general meeting, by all
the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the
members having the right to attend and vote at the meeting, being a
majority together holding not less than 95 per cent in nominal value of
the shares giving that right.
63 The accidental omission to give notice of a meeting or (in cases where
instruments of proxy are sent out with the notice) the accidental omission to
send such instrument of proxy to, or the nonreceipt of notice of a meeting or
such instrument of proxy by, any person entitled to receive such notice shall
not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
64 All business shall be deemed special that is transacted at an extraordinary
general meeting and at an annual general meeting with the exception of:-
(a) the receipt of the accounts and balance sheet and the reports of the
Directors and other documents required to be annexed to the accounts;
(b) the declaration and sanction of dividends;
(c) the election of Directors in place of those retiring (if any);
(d) the election or re-election of the Auditors of the Company; and
(e) the fixing of, or the determination of the method of fixing, the
remuneration or extra remuneration of the Directors and of the Auditors
of the Company.
65 No business save the election of a chairman of the meeting shall be
transacted at any general meeting unless a quorum is present when the meeting
proceeds to business. Two members present in person or by proxy and entitled
to vote shall be a quorum for all purposes.
66 If, within fifteen minutes from the time appointed for the meeting a quorum
be not present, the meeting, if convened upon requisition in accordance with
the Ordinance, shall be dissolved; but in any other case it shall stand
adjourned to the same day in the next week at the same time and place, or to
such other day, time and place as the Chairman of the meeting may determine.
If at such adjourned meeting a quorum be not present within fifteen minutes
from the time appointed for the meeting, the member or members present in
person or by proxy shall be a quorum and may transact the business for which
the meeting is called.
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67 The Chairman (if any) of the Board or, in his absence, a Deputy Chairman
(if any) shall preside as Chairman at every general meeting. If there is no
such Chairman or Deputy Chairman, or if at any meeting neither the Chairman
nor a Deputy Chairman is present within fifteen minutes after the time
appointed for holding the meeting, or if neither of them is willing to act as
Chairman, the Directors present shall choose one of their number to act, or
if one Director only is present he shall preside as Chairman if willing to
act. If no Director is present, or if each of the Directors present declines
to act as Chairman, the persons present and entitled to vote shall elect one
of their number to be Chairman of the meeting.
68 The Chairman of any general meeting at which a quorum is present may, with
the consent of the meeting, and shall, if so directed by the meeting, adjourn
the meeting from time to time and from place to place or sine die; but no
business shall be transacted at any adjourned meeting other than business
which might have been transacted at the meeting from which the adjournment
took place unless due notice thereof is given or such notice is waived in the
manner prescribed by these Articles. When a meeting is adjourned for thirty
days or more, or sine die, notice of the adjourned meeting shall be given as
in the case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjourned meeting or the business to be
transacted thereat. Where a meeting is adjourned sine die the time and place
for the adjourned meeting shall be fixed by the Directors.
VOTING
69 (a) At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands or on the withdrawal of
any other demand for a poll) a poll is demanded by:-
(i) the Chairman of the meeting; or
(ii) at least three members present in person (or in the case of a
member being a corporation, by its duly authorised
representative) or by proxy and entitled to vote at the
meeting; or
(iii) any member or members present in person (or in the case of a
member being a corporation, by its duly authorised
representative) or by proxy and representing in the aggregate
not less than one-tenth of the total voting rights of all
members having the right to attend and vote at the meeting; or
(iv) any member or members present in person (or in the case of a
member being a corporation, by its duly authorised
representative) or by proxy and holding shares conferring a
right to attend and vote at the meeting on which there have
been paid up sums in the aggregate equal to not less than
one-tenth of the total sum paid up on all shares conferring
that right.
(b) Unless a poll is so demanded and the demand is not withdrawn, a
declaration by the Chairman that a resolution has, on a show of hands,
been carried unanimously or by a particular majority or lost shall be
final and conclusive, and an entry to that effect in the minute book of
the Company shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded for or against such
resolution.
70 A demand for a poll may be withdrawn only with the approval of the
Chairman of the meeting, at any time before the close of the meeting or the
taking of the poll, whichever is earlier. If a poll be directed or demanded
in the manner (including the use of ballot or voting papers or tickets) above
mentioned it shall (subject to the provisions of Article 72 hereof) be taken
at such time (being not later than thirty days after the date of the demand)
and in such manner as the Chairman of the meeting may appoint. No notice need
be given of a poll not taken immediately. The result of such
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poll shall be deemed for all purposes to be the resolution of the meeting at
which the poll was so directed or demanded.
71 In the case of an equality of votes at any general meeting, whether upon a
show of hands or on a poll, the Chairman of the meeting shall be entitled to
a second or casting vote.
72 A poll demanded upon the election of a Chairman or upon a question of
adjournment shall be taken forthwith. Any business, other than that upon
which a poll has been demanded, may be proceeded with pending the taking of
the poll.
73 (a) Save as expressly provided in these Articles, no person other than a
member duly registered and who shall have paid everything for the time
being due from him payable to the Company in respect of his shares
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 at
any general meeting.
(b) No objection shall be made to the validity of any vote except at a
meeting at which such vote shall be tendered and every vote whether
given personally or by proxy not disallowed at such meeting shall be
deemed valid for all purposes whatsoever of such meeting or poll.
(c) In case of any dispute as to voting the Chairman shall determine the
same, and such determination shall be final and conclusive.
74 Subject to the provisions of the Ordinance, a resolution in writing signed by
all the members for the time being entitled to receive notice of and to
attend and vote at general meetings shall be as valid and effective as if the
same had been passed at a general meeting of the Company duly convened and
held. A written notice of confirmation of such resolution in writing signed
by or on behalf of a member shall be deemed to be his signature to such
resolution in writing for the purposes of this Article. Such resolution in
writing may consist of several documents each signed by or on behalf of one
or more members.
VOTES OF MEMBERS
75 Subject to Article 85 and to any special rights, privileges or restrictions
as to voting for the time being attached to any class or classes of shares,
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 at any general meeting shall be entitled, on a show of
hands, to one vote only and, on a poll, to one vote for every fully paid-up
share of which he is the holder.
76 Any person entitled under Article 45 to be registered as the holder of any
shares may vote at any general meeting in respect thereof in the same manner
as if he were the registered holder of such shares, provided that at least 48
hours 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 right to be registered as the holder of such shares or the Board shall
have previously admitted his right to vote at such meeting in respect
thereof.
77 On a poll, votes may be given either personally or by proxy and 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.
78 A member of unsound mind, or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or
on a poll, by his committee, curator bonis or other person in the nature of a
committee or curator bonis appointed by that court, and any such committee,
curator bonis or other person may on a poll, vote by proxy. If any member be
a minor he may vote by his guardian or one of his guardians who may give
their votes personally or by proxy.
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PROXIES
79 (a) A proxy need not be a member of the Company.
(b) An instrument appointing a proxy shall be in writing in any usual or
common form or in any other form which the Directors may accept, and
shall be deemed, subject to the proviso hereinafter contained, to
confer authority upon the proxy to vote on any resolution (or amendment
thereto) put to the 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 special business (determined as
provided in Article 64) 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 special
business and shall, unless the contrary is stated therein, be valid as
well for any adjournment of the meeting as for the meeting to which it
relates.
80 The instrument appointing a proxy shall be signed by the appointor, or his
duly authorised attorney, or if such appointor be a corporation, under its
common seal or signed by some officer, attorney or other person duly
authorised in that behalf.
81 The instrument appointing a proxy and the power of attorney or other
authority (if any) under which it is signed, or a notarially certified copy
of such power or authority, shall be deposited at the Office at least
forty-eight hours before the time fixed for holding the meeting at which the
person named in such instrument proposes to attend and vote or, in the case
of a poll, at least thirty-six hours before the time appointed for the taking
of the poll; otherwise the person so named shall not be entitled to vote at
that meeting (or as the case may be) except with the approval of the Chairman
of the meeting. No instrument appointing a proxy shall be valid after the
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.
82 Any member may by power of attorney appoint any person to be his attorney for
the purpose of attending and voting at any meeting, and such power may be a
special power limited to any particular meeting or a general power extending
to all meetings at which such member is entitled to vote. Every such power
shall be deposited at the Office at least thirty-six hours before the time
fixed for holding the meeting at which such attorney proposes to attend and
vote or, in the case of a poll, at least twenty-four hours before the time
appointed for the taking of the poll; otherwise the attorney shall not be
entitled to vote at that meeting (or as the case may be) except with the
approval of the Chairman of the meeting.
83 (a) An instrument of proxy may be revoked by forwarding to the Office
written notification of such revocation signed by or on behalf of the
person who issued or authorised the issue of the instrument of proxy.
(b) A vote given in accordance with the terms of an instrument of proxy or
power of attorney or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous death or
insanity of the principal, or revocation of the proxy or power of
attorney or other authority, or transfer of the shares in respect of
which the proxy is given, provided no intimation in writing of the
death, insanity, revocation or transfer shall have been received at the
Office twenty-four hours at least
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before the time fixed for holding the meeting, or adjourned meeting, or
the taking of the poll, at which the instrument of proxy is used.
84 Any corporation which is a member of the Company may, by resolution of its
Directors or other governing body or by power of attorney, authorise such
persons as it thinks fit to act as its representative at any meeting of the
Company or of any class of members of the Company, and the person so
authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could exercise if it were
an individual member of the Company. References in these Articles to a member
present in person at a meeting shall, unless the context otherwise requires,
include a corporation which is a member represented at the meeting by such
duly authorised representative.
85 Without prejudice to the generality of Article 84 if a Clearing House (or its
nominee) is a member of the Company, it (or, as the case may be, its nominee)
may authorise such person or persons as it thinks fit to act as its proxy and
proxies or 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 shall specify the number
and class of shares in respect of which each such person is so authorised. A
person so authorised under the provisions of this Article shall 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 and, on a show of hands, each
such person shall be entitled to a separate vote.
DIRECTORS
86 Unless and until otherwise determined by an ordinary resolution of the
Company, the Directors shall be not fewer than two in number, and there shall
be no maximum number of Directors.
87 The Company shall keep in accordance with the Ordinance a register containing
the names and addresses and occupations of its Directors and shall from time
to time notify to the Registrar of Companies any change that takes place in
such Directors as required by the Ordinance.
88 A Director need not hold any shares in the Company. A Director who is not a
member of the Company shall nevertheless be entitled to attend and speak at
general meetings.
DIRECTORS' REMUNERATION
89 (a) The Directors shall be entitled to receive by way of remuneration for
their services such sum as is from time to time determined by the
Company in general meeting, such sum (unless otherwise directed by
resolution by which it is voted) is 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 shall not apply to a Director who holds any
salaried employment or office in the Company in the case of sums paid
in respect of directors' fees.
(b) The Directors shall also be entitled to be repaid their reasonable
travelling, hotel and other expenses incurred by them 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 on the business of the
Company or on the discharge of their duties as directors.
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90 The Directors may award special remuneration out of the funds of the Company
(by way of salary, commission or otherwise as the Directors may determine) to
any Director who performs services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director.
POWERS OF DIRECTORS
91 The Directors may establish any local boards or agencies for managing any of
the affairs of the Company, either in Hong Kong or elsewhere, and may appoint
any persons to be members of such local boards, or any managers or agents for
the Company, and may fix their remuneration, and may delegate (with or
without power to sub-delegate as the Directors shall determine) to any local
board, manager or agent any of the powers, authorities and discretions vested
in the Directors, and may authorise the members of any local boards, or any
of them, to fill any vacancies therein, and to act notwithstanding vacancies,
and any such appointment or delegation may be made upon such terms and
subject to such conditions as the Directors may think fit, and the Directors
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.
92 The Directors may from time to time and at any time by power of attorney or
other instrument appoint any company, firm or person or any 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 Directors under these Articles) and for such period and subject to such
conditions as they may think fit, and any such power of attorney or other
instrument may contain such provisions for the protection and convenience of
persons dealing with any such attorney as the Directors 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. The Company may, by
writing under its seal, empower any person, either generally or in respect of
any specified matter, as its attorney to execute deeds and instruments on its
behalf and to enter into contracts and sign the same on its behalf 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 seal
of the Company.
93 Subject to and to the extent permitted by the Ordinance, the Company or the
Directors on behalf of the Company, may cause to be kept in any territory a
Branch Register of members resident in such territory, and the Directors may
make and vary such regulations as they may think fit respecting the keeping
of any such Branch Register.
94 All cheques, promissory notes, drafts, bills of exchange, and other
negotiable or transferable instruments, and all receipts for moneys paid to
the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, in such manner as the Directors shall from time
to time by resolution determine. The Company's bank accounts shall be kept
with such banker or bankers as the Board shall from time to time determine.
95 (a) The Directors may exercise all the powers of the Company to borrow
money and to mortgage or charge all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the
Company and to issue debentures, debenture stocks, bonds and other
securities, whether outright or as collateral security for any debt,
liability or obligation of the Company or of any third party.
Debentures, debenture stocks, bonds and other securities of the Company
may be made assignable free from any equities between the Company and
the person to which the same may be issued, and may be issued at 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.
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(b) The Directors shall cause a proper register to be kept, in accordance
with the provisions of the Ordinance, of all mortgages and charges
affecting the property of the Company and shall duly comply with the
requirements of the Ordinance in regard to the registration of
mortgages and charges therein specified and otherwise. Where any
uncalled capital of the Company is charged, all persons taking any
subsequent charge thereon shall take the same subject to such prior
charge, and shall not be entitled, by notice to the members or
otherwise, to obtain priority over such prior charge.
96 The Board may establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or 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 holding 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 or
subscribe 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.
APPOINTMENT AND REMOVAL OF DIRECTORS
97 At each annual general meeting one-third of the Directors for the time being,
or, if their number is not three or a multiple of three, then the number
nearest one-third, shall retire from office by rotation save any Director
holding office as Chairman or Chief Executive Officer. The Directors to
retire in every year shall be those who have been longest in office since
their last election but as between persons who became Directors on the same
day shall (unless they otherwise agree between themselves) be determined by
lot. The retiring Directors shall be eligible for re-election. The Company at
any general meeting at which any Directors retire may fill the vacated
offices. No person other than a Director retiring at the meeting shall,
unless recommended by the Directors for election, be eligible for election as
a Director at any general meeting unless not less than seven (7) days before
the date appointed for the meeting there shall have been lodged at the Office
or at the head office a Notice signed by a Member (other than the person to
be proposed) duly qualified to attend and vote at the meeting for which such
notice is given of his intention to propose such person for election and also
a Notice signed by the person to be proposed of his willingness to be
elected.
98 If at any general meeting at which an election of Directors ought to take
place the places of the retiring Directors are not filled, the retiring
Directors or such of them as have not had their places filled 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 their places
are filled, unless:
(i) it shall be determined at such meeting to reduce the number of
Directors;
(ii) it is expressly resolved at such meeting not to fill up such vacated
offices;
(iii) in any such case the resolution for re-election of a Director is put
to the meeting and lost; or
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(iv) such Director has given notice in writing to the Company that
he is not willing to be re-elected.
99 The Company may, from time to time, by ordinary resolution elect any
person to be a Director either to fill a casual vacancy or as an
addition to the Board.
100 The Company may by special resolution remove any Director
notwithstanding anything in these Articles or in any agreement between
him and the Company (but without prejudice to any right to damages for
termination of such agreement not in accordance with the terms
thereof), and may, if thought fit, by ordinary resolution appoint
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.
101 The Directors shall have power, exercisable at any time and from time
to time, to appoint any other person as a Director, either to fill a
casual vacancy or as an addition to the Board but so that the number of
Directors so appointed shall not exceed the maximum number determined
from time to time (if any) by the shareholders in general meeting and
any directors so appointed shall hold office only until the next
following annual general meeting of the Company and shall then be
eligible for re-election, but shall not be taken into account in
determining the Directors or the number of Directors who are to retire
by rotation at each annual general meeting.
102 The continuing Directors may act notwithstanding any vacancy in their
body, but if and so long as the number of Directors is reduced below
the number fixed by or pursuant to these Articles as the necessary
quorum of Directors, the continuing Directors 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. If there
shall be no Directors able or willing to act, then any two members may
summon a general meeting for the purpose of appointing Directors.
103 No person other than a retiring Director shall, unless recommended by
the Board for re-election, be eligible for election to the office of
Director at any annual general meeting unless notice in writing of the
intention to propose that person for election as a Director and notice
in writing by that person of his consent to be elected, shall have been
lodged at the office or principal office of the Company at least seven
days before the date of the annual general meeting.
ALTERNATE DIRECTORS
104 Each Director may by written notification to the Company nominate any
other person to act as alternate Director in his place and at his
discretion in similar manner remove such alternate Director. If such
person is not another Director, such appointment, unless previously
approved by the Board, shall have effect only upon and subject to being
so approved. The alternate Director shall (except as regards the power
to appoint an alternate) be subject in all respects to the terms and
conditions existing with reference to the other Directors of the
Company; and each alternate Director, whilst acting as such, shall
exercise and discharge all the functions, powers and duties of the
Director he represents, but shall look to such Director solely for his
remuneration as alternate Director. Every person acting as an alternate
Director shall (except when absent from Hong Kong) be entitled to
receive notices of meetings of the Board and shall have one vote for
each Director for whom he acts as alternate at any such meeting at
which the Director appointing him is not personally present (in
addition to his own vote if he is also a Director). The signature of an
alternate Director to any resolution in writing of the Board or a
committee of the Board shall, unless the notice of his appointment
provides to the contrary, be as effective as the signature of his
appointor. Any Director of the Company who is appointed an alternate
director shall be considered as two Directors for the purpose of making
a quorum of Directors. Any person appointed as an alternate Director
shall vacate his office as such alternate Director if and when the
Director by whom he has been appointed removes him or vacates office as
Director. A
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Director shall not be liable for the acts or defaults of any alternate
Director appointed by him. 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 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.
DISQUALIFICATION OF DIRECTORS
105 The office of a Director shall ipso facto be vacated:-
(a) if he becomes prohibited by law or court order from being a
Director;
(b) if a receiving order or in the case of a company a winding-up
order is made against him or he makes any arrangement or
composition with his creditors;
(c) if he becomes of unsound mind;
(d) 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;
(e) if he shall be removed from office by notice in writing served
upon him signed by all his co-directors;
(f) if he resigns his office;
(g) if he is removed by a special resolution of the Company; or
(h) if he is convicted of an indictable offence.
DIRECTORS' INTERESTS
106 A Director who is in any way, whether directly or indirectly,
interested in a contract or proposed contract with the Company shall
declare the nature of his interest in accordance with the provisions of
the Ordinance. A general notice given to the Directors by a Director to
the effect that he is a member or a director of a specified company or
firm, and is to be regarded as interested in any contract, arrangement
or dealing which may, after the date of the notice, be entered into or
made with that company or firm, shall, for the purpose of this Article,
be deemed to be a sufficient disclosure of interest in relation to any
contract, arrangement or dealing so entered into or made. Without
prejudice to the generality of the foregoing, a Director shall give
notice to the Company of such matters relating to himself as may be
necessary for the purposes of sections 155B, 158, 161 and 161B of the
Ordinance.
107 A Director may hold any other office or place of profit under the
Company (other than the office of Auditor), and he or any firm of which
he is a member may act in a professional capacity for the Company in
conjunction with his office of Director, for such period and on such
terms (as to remuneration and otherwise) as the Directors may determine
and such extra remuneration shall be in addition to any remuneration
provided for by or pursuant to any other Article. No Director or
intended Director shall be disqualified by his office from contracting
with the Company, nor shall any contract or arrangement entered into by
or on behalf of the Company with any Director or any firm or company 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 for any profit, remuneration or other
benefits realised by any such contract or arrangement by reason only of
such Director holding that office or of any fiduciary relationship
thereby established,
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provided that such Director shall disclose the nature of his interest
in any contract or arrangement in which he is interested 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.
108 A Director shall not vote (nor shall he be counted in the quorum) on
any resolution of the Board in respect of any contract or arrangement
or proposal in which he is to his knowledge materially interested, and
if he shall do so his vote shall not be counted (nor shall he be
counted in the quorum for that resolution), but this prohibition shall
not apply to any of the following matters, namely:-
(i) any contract or arrangement for the giving by the Company of
any security or indemnity to the Director in respect of money
lent or obligations incurred or undertaken by him at the
request of or for the benefit of the Company or any of its
subsidiaries;
(ii) any contract or arrangement for the giving by the Company of
any security 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 or guaranteed
or secured in whole or in part whether alone or jointly;
(iii) 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;
(iv) 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;
(v) any contract or arrangement concerning any other company in
which the Director is interested whether directly or
indirectly as an officer or a shareholder or in which the
Director is beneficially interested in shares of that company
other than a company in which the Director together with any
of his associates is beneficially interested in 5 per cent. or
more of the issued shares of any class of the equity share
capital of such company (or of any third company through which
his interest is derived) or of the voting rights (excluding
for the purpose of calculating such five per cent. interest
any indirect interest of such Director or his associates by
virtue of an interest of the Company in such company);
(vi) any proposal or arrangement for 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 benefit scheme which relates both to
Directors and employees of the Company or of any of its
subsidiaries and does not give the Director any privilege not
generally accorded to the class of persons to whom such scheme
or fund relates; and
(vii) any proposal or arrangement concerning the adoption,
modification or operation of any employees' 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 its subsidiaries under which the
Director may benefit.
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
the 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
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his voluntarily agreeing to abstain from voting or not to 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.
109 A Director may continue to be or become a director, managing director,
joint managing director, executive director or manager or other officer
or member of any other company in which the Company is interested, and
(unless otherwise agreed) shall not be liable to account to the Company
for any remuneration or other benefits received by him as a director,
managing director, joint managing director, executive director, manager
or other officer or member of any such other company. The Board may
exercise the voting powers conferred by the shares in any other company
held or owned by the Company or exercisable by it as directors of such
other company in such manner as in all respects as the Board thinks fit
(including the exercise thereof in favour of any resolution appointing
themselves or any of them directors, managing directors, joint managing
directors, deputy managing directors, executive directors, managers or
other officers of such company) and any director may vote in favour of
the exercise of such voting rights in manner aforesaid notwithstanding
that he may be, or be about to be, appointed a director, managing
director, joint managing director, deputy managing director, executive
director, manager or other officer of such a company, and that as such
he is or may become interested in the exercise of such voting rights in
manner aforesaid. A Director of the Company may be or become a director
of any company promoted by the Company or in which it may be interested
as a vendor, shareholder or otherwise and no such Director will be
accountable for any benefits received as a director or member of such
company. A Director of the Company or his firm may not act as auditor
of the Company.
CHIEF EXECUTIVE OFFICERS AND OTHER APPOINTMENTS
110 The Directors may, from time to time, appoint one or more of their
number to be Chief Executive Officer or Joint Chief Executive Officer
of the Company, or to hold such office in the management,
administration or conduct of the business of the Company as they may
decide, and for such period and upon such terms and for such
remuneration as the Directors shall think fit, and the Directors may
also, from time to time (subject to the provisions of any agreement
between him or them and the Company) remove him or them from office,
and appoint another or others in his or their place or places.
111 A Chief Executive Officer or a Joint Chief Executive Officer (subject
to the provisions of any agreement between him and the Company) shall
be subject to the same provisions as to resignation and removal as the
other Directors of the Company, and shall ipso facto and immediately
cease to be Chief Executive Officer or Joint Chief Executive Officer if
he shall cease to hold the office of Director.
112 The Directors may, from time to time, entrust to and confer upon any
Chief Executive Officer, Joint Chief Executive Officer or Director,
holding any other office in the management, administration or conduct
of the business of the Company, such of the powers exercisable under
these Articles by the Directors as they may think fit, and may confer
such powers for such time, and to be exercised for such objects and
purposes, and upon such terms and conditions and with such restrictions
as they may consider expedient, and may from time to time revoke,
withdraw, alter or vary all or any of such powers.
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PROCEEDINGS OF DIRECTORS
113 The Directors may meet together for the despatch of business, adjourn
and otherwise regulate their meetings as they think fit, and determine
the quorum necessary for the transaction of business. Until otherwise
determined by the Board, two Directors shall constitute a quorum. For
the purpose of this Article an alternate Director shall be counted in a
quorum but, notwithstanding that an alternate Director is also a
Director or is an alternate for more than one Director, he shall for
quorum purposes count as only one Director. Matters arising at any
meeting shall be decided by a majority of votes. In case of an equality
of votes the Chairman of the meeting shall have a second or casting
vote. A Director or the Secretary may, at any time, summon a meeting of
the Directors. A meeting of the Board or any committee of the Board may
be held by means of such telephone, electronic or other communication
facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and
participation in such a meeting shall constitute presence in person at
such meeting.
114 Notice of a meeting of Directors shall be deemed to be duly given to a
Director if it is given to him personally, in writing or by word of
mouth, or sent to him at his last known address or any other address
given by him to the Company for this purpose provided that notice need
not be given to any Director or alternate Director for the time being
absent from Hong Kong. A Director may consent to short notice of and
may waive notice of any meeting and any such waiver may be
retrospective.
115 The Directors may elect a Chairman of the Board and determine the
period for which he is to hold office; but if no such Chairman be
elected, or if at any meeting the Chairman be not present within five
minutes after the time appointed for holding the same, the Directors
present shall choose one of their number to be Chairman of such
meeting.
116 A resolution in writing signed by all the Directors except such as are
absent from Hong Kong or temporarily unable to act through ill health
or disability (or their alternate Directors) shall (so long as they
constitute a quorum) be as effective for all purposes as a resolution
of the Directors passed at a meeting duly convened, held and
constituted. A written notification of confirmation of such resolution
in writing signed by a Director shall be deemed to be his signature to
such resolution in writing for the purposes of this Article. Such
resolution in writing may consist of several documents, each signed by
one or more Directors.
117 A meeting of the Directors at which a quorum is present shall be
competent to exercise all the powers, authorities and discretions for
the time being vested in or exercisable by the Board generally.
118 The Directors may, from time to time, appoint committees consisting of
such one or more persons as they think fit, and may delegate any of
their powers to any such committee and, from time to time, revoke any
such delegation and discharge any such committee wholly or in part. Any
committee so appointed shall, in the exercise of the powers so
delegated, conform to any regulations that may, from time to time, be
imposed upon it by the Directors. All acts done by any such committee
in conformity with such regulations and in fulfilment of the purposes
for which it is appointed, but not otherwise, shall have the like force
and effect as if done by 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.
119 The meetings and proceedings of any such committee consisting of two or
more members shall be governed mutatis mutandis by the provisions of
these Articles regulating the meetings and proceedings of the
Directors, insofar as the same are not superseded by any regulations
made by the Directors under the last preceding Article.
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120 All acts done bona fide by any meeting of the Directors or of a
committee of Directors, or by any persons acting as Directors, shall,
notwithstanding that there was some defect in the appointment of any
such Directors or persons acting as aforesaid, or that they or any of
them were disqualified, or had vacated office, be as valid as if every
such person had been duly appointed and was qualified and continued to
be a Director.
MINUTES
121 The Directors shall cause to be entered and kept in books provided for
the purpose minutes of the following:-
(a) all appointments of officers;
(b) all the names of the Directors and any alternate Director who
is not also a Director present at each meeting of the
Directors and of any committee; and
(c) all resolutions and proceedings of general meetings and of
meetings of the Directors and committees.
Any such minutes of any meeting of the Directors, or of any committee,
or of the Company, if purporting to be signed by the Chairman of such
meeting, or by the Chairman of the next succeeding meeting shall be
receivable as evidence of the proceedings of such meeting.
THE SEAL
122 The Directors shall procure a common seal to be made for the Company,
and shall provide for the safe custody thereof. The Seal shall not be
affixed to any instrument except by the authority of the Directors or a
committee authorised by the Board in that behalf, and every instrument
to which the Seal shall be affixed shall be signed by one Director or
some other person nominated by the Directors 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 signature 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 Directors previously given.
123 The Company may have an official seal for use for sealing certificates
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 to which such
official seal is affixed and such certificates or other document shall
be valid and deemed to have been 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 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 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.
124 The Company may exercise all the powers of having official seals
conferred by the Ordinance and such powers shall be vested in the
Directors.
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SECRETARY
125 The Directors shall appoint such person, persons or entities to be
Secretary or Joint Secretaries of the Company for such period, at such
remuneration and upon such conditions as they may think fit, and any
Secretary or Joint Secretaries so appointed may be removed by them.
Anything by the Ordinance or these Articles required or authorised to
be done by or to the Secretary or Joint Secretaries, if the office is
vacant or there is for any other reason no person capable of acting in
the capacity as Secretary or Joint Secretaries, 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 in that behalf by the Board.
DIVIDENDS AND RESERVES
126 The Company may by ordinary resolution declare dividends but no such
dividend shall exceed the amount recommended by the Directors.
127 Unless and to the extent that the rights attached to any shares or the
terms of issue thereof otherwise provide, all dividends shall (as
regards any shares not fully paid throughout the period in respect of
which the dividend is paid) be apportioned and paid pro rata according
to the amounts paid on the shares during any portion or portions of the
period in respect of which the dividend is paid. For the purposes of
this Article no amount paid on a share in advance of calls shall be
treated as paid on the share.
128 The Directors may retain any dividend or other monies payable on or in
respect of a share on which the Company has a lien, and may apply the
same in or towards satisfaction of the debts and liabilities in respect
of which the lien exists. The Board may deduct from any dividend or
bonus payable to any member all sums of money (if any) presently
payable by him to the Company on account of calls, instalments or
otherwise.
129 Any resolution declaring a dividend on shares of any class, whether a
resolution of the Company in general meeting or a resolution of the
Directors, may specify that the same shall be payable to the persons
registered as the holders of such shares at the close of business 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 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
capitalisations to be effected in pursuance of these Articles.
130 Any general meeting sanctioning a dividend may make a call on the
members 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 shall 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.
131 (a) In respect of any dividend which the Board has resolved to pay
or any dividend declared or sanctioned or proposed to be
declared or sanctioned by the Board or by the Company in
general meeting, the Board may determine and announce, prior
to or contemporaneously with the announcement, declaration or
sanction of the dividend in question:
either
(i) that shareholders entitled thereto will receive in
lieu of such dividend (or such part thereof as the
Board may think fit) an allotment of shares credited
as fully paid provided that the shareholders are at
the same time accorded the right to elect to
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receive such dividend (or part thereof as the case
may be) in cash in lieu of such allotment. In such
case, the following provisions shall apply:-
(A) the basis of any such allotment shall be
determined by the Board;
(B) the Board, after determining the basis of
allotment and notwithstanding that the
number of shares to be allotted may not be
calculated until after notice to the
shareholders has been given as required by
the provisions of this sub-paragraph and
subject to the provisions of sub-paragraph
(D) below, shall given notice in writing to
the shareholders 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 which shall
be not less than two weeks from the date on
which the notice above referred to was
despatched to the shareholders;
(C) the right of election accorded to
shareholders as aforesaid may be exercised
in whole or in part;
(D) the Board may resolve:-
(I) that the right of election accorded
to shareholders as aforesaid may be
exercised so as to take effect on
all future occasions (if any) when
the Board makes a determination
pursuant to sub-paragraph (i) of
this paragraph (a); and/or
(II) that a shareholder who does not
exercise the right of election
accorded to him as aforesaid either
in whole or in part may notify the
Company that he will not exercise
the right of election accorded to
him in respect of all future
occasions (if any) when the Board
makes a determination pursuant to
sub-paragraph (i) of this paragraph
(a) of this Article.
Provided that a shareholder may exercise
such election or give such notice in respect
of all but not some of the shares held by
him and may at any time give seven days
notice in writing to the Company of the
revocation of such an election or such a
notice which revocation shall take effect at
the expiry of such seven days, and until
such revocation has taken effect, the Board
shall not be obligated to give to such
shareholder notice of the right of election
accorded to him or send to him any form of
election;
(E) the dividend (or that part of the dividend
in lieu of which an allotment of shares is
to be made 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
lieu 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
the amount standing to the credit of share
premium account or 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) as the Board may determine, a sum
equal to the aggregate nominal amount of
shares to be allotted on such basis and
apply the same in paying up in full the
appropriate number of unissued shares for
allotment and distribution to and amongst
the holders of the Non-Elected Shares on
such basis;
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(F) the Board may resolve that the shares to be
allotted shall be allotted at a premium
provided that the premium is credited as
fully paid up and in such case the Board
shall in addition to the amount to be
capitalised and applied pursuant to
sub-paragraph (E) above, and for the
purposes therein set out, capitalise and
apply out of the amount standing to the
credit of the share premium account or 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) as the
Directors may determine, a sum equal to the
aggregate amount of the premium on the
shares to be allotted and shall apply the
same together with the sum to be applied
pursuant to sub-paragraph (E) above and on
the basis therein set out in paying up in
full the appropriate number of unissued
shares for allotment and distribution to and
amongst the holders of the Non-Elected
Shares;
or
(ii) that 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:-
(A) the basis of any such allotment shall be
determined by the Board;
(B) the Board, after determining the basis of
allotment and notwithstanding that the
number of shares to be allotted may not be
calculated until after notice to the
shareholders has been given as required by
the provisions of this sub-paragraph and
subject to the provisions of sub-paragraph
(D) below, shall give notice in writing to
the shareholders 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 which shall
be not less than two weeks from the date on
which the notice above referred to was
despatched to the shareholders;
(C) the right of election accorded to
shareholders as aforesaid may be exercised
in whole or in part;
(D) the Board may resolve;
(I) that the right of election accorded
to shareholders as aforesaid may be
exercised so as to take effect on
all future occasions (if any) when
the Board makes a determination
pursuant to sub-paragraph (ii) of
this paragraph (a); and/or
(II) that a shareholder who does not
exercise the right of election
accorded to him as aforesaid either
in whole or in part may notify the
Company that he will not exercise
the right of election accorded to
him in respect of all future
occasions (if any) when the Board
makes determination pursuant to
sub-paragraph (ii) of paragraph
(a).
Provided that a shareholder may exercise
such election or give such notice in respect
of all but not some of the shares held by
him and may at any time give seven days
notice in writing to the Company of the
revocation of such an election or such a
notice which revocation shall take effect at
the expiry of such seven days, and until
such revocation has taken effect, the Board
shall
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<PAGE> 30
not be obliged to give to such member notice
of the right of election accorded to him or
send to him any form of election;
(E) the dividend (or that part of the dividend
in respect of which a right of election has
been accorded) shall not be payable 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 the amount standing to the
credit of share premium account or 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) as the
Board may determine, a sum equal to the
aggregate nominal amount of shares to be
allotted on such basis and apply the same in
paying up in full the appropriate number of
unissued shares for allotment and
distribution to and amongst the holders of
the Elected Shares on such basis;
(F) the Board may resolve that the shares to be
allotted shall be allotted at a premium
provided that the premium is credited as
fully paid up and in such case the Board
shall in addition to the amount to be
capitalised and applied pursuant to
sub-paragraph (E) above, and for the purpose
therein set out, capitalise and apply out of
the amount standing to the credit of the
share premium account or 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) as the Board may
determine, a sum equal to the aggregate
amount of the premium on the shares to be
allotted and shall apply the same together
with the sum to be applied pursuant to
sub-paragraph (E) above and on the basis
therein set out in paying up in full the
appropriate number of unissued shares for
allotment and distribution to and amongst
the holders of the Elected Shares.
(b) The shares allotted pursuant to the provisions of paragraph
(a) of this Article shall rank pari passu in all respects with
the fully paid shares then in issue save only as regards
participation:-
(i) in the relevant dividend (or the right to receive or
to elect to receive an allotment of shares in lieu
thereof as aforesaid); or
(ii) in any other distributions, bonuses or rights paid,
made, declared or announced prior to or
contemporaneously with the payment or declaration of
the relevant dividend
unless, contemporaneously with the announcement by the Board
of its proposal to apply the provisions of sub-paragraph (i)
or (ii) of paragraph (a) of this Article in relation to the
relevant dividend or contemporaneously with their announcement
of the distribution, bonus or rights in question, the Board
shall specify that the shares to be allotted pursuant to the
provisions of paragraph (a) of this Article shall rank for
participation in such distribution, bonus or rights.
(c) The Board may do all acts and things considered necessary or
expedient to give effect to any capitalisation pursuant to the
provisions of paragraph (a) of this Article 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 and sold and the net proceeds
distributed to those entitled, or are disregarded or rounded
up or down or whereby the benefit of
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<PAGE> 31
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.
(d) The Company may upon the recommendation of the Board by
ordinary resolution resolve in respect of any one 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 up without offering any right to shares to elect such
dividend in cash in lieu of such allotment.
(e) The Board may on any occasion when it makes a determination
pursuant to paragraph (a) of this Article, resolve that no
allotment of shares or rights of election for shares to be
issued pursuant to such determination shall be made available
or made to any shareholders with registered addresses in any
particular territory or territories or to a Depositary where
the allotment of shares or the circulation of an offer of such
rights of election would or might, in the opinion of the
Board, be unlawful or would or might, in the opinion of the
Board, be unlawful in the absence of a registration statement
or other special formalities, and in such event the provision
aforesaid shall be read and construed subject to such
resolution and the only entitlement of shareholders in any
such territory or territories shall be to receive in cash the
relevant dividend resolved to be paid or declared.
"DEPOSITARY" means a custodian or other person (or a nominee
for such custodian or other person) appointed under
contractual arrangements with the Company or other
arrangements approved by the Board whereby such custodian or
other person or nominee holds or is interested in shares of
the Company or rights or interests in shares of the Company
and issues securities or other documents of title or otherwise
evidencing the entitlement of the holder thereof to or to
receive such shares, rights or interests, provided and to the
extent that such arrangements have been approved by the Board
for the purpose of these Articles and shall include, where
approved by the Board, the trustees (acting in their capacity
as such) of any employees' share scheme established by the
Company or any other scheme or arrangements principally for
the benefit of employees of the Company and/or its
subsidiaries which have been approved by the Board.
(f) The Board may at any time resolve to cancel all (but not some
only) of the elections made and the notices given by the
shareholders pursuant to sub-paragraphs (i)(D) and (ii)(D) of
paragraph (a) of this Article by giving seven days notice in
writing to the relevant shareholders.
(g) The Board may on any occasion determine that rights of
election under paragraph (a) of this Article shall not be made
available to shareholders who are registered in the register
of shareholders, or in respect of shares the transfer of which
is registered, after a date fixed by the Board and in such
event the provisions aforesaid shall be read and construed
subject to such determination.
132 No dividend shall be payable except out of the profits or other
distributable reserves of the Company, and no dividend shall bear
interest as against the Company.
133 The Directors may, if they think fit, from time to time, resolve to pay
to the members such interim dividends as appear to the Directors to be
justified by the reserves of the Company. If at any time the share
capital of the Company is divided into different classes the Directors
may resolve to pay such interim dividends in respect of those shares in
the capital of the Company which confer on the holders thereof deferred
or non-preferred rights as well as in respect of those shares which
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<PAGE> 32
confer on the holders thereof preferential or special rights in regard
to dividend, and provided that the Directors act bona fide they shall
not incur any responsibility to the holders of shares conferring a
preference for any damage that they may suffer by reason of the payment
of an interim dividend on any shares having deferred or non-preferred
rights. The Directors may also resolve to pay at half-yearly or at
other suitable intervals to be settled by them any dividend which may
be payable at a fixed rate if they are of the opinion that the reserves
of the Company justify the payment.
134 All dividends unclaimed for one year after having become payable may be
invested or otherwise made use of by the Directors for the benefit of
the Company until claimed, and all dividends unclaimed for six years
after having become payable may be forfeited by the Directors and shall
revert to the Company. The payment into a separate account of any
monies payable in respect of a dividend shall not constitute the
Company a trustee in respect thereof for any person.
135 Unless otherwise directed any dividend or other monies payable in cash
on or in respect of a share may be paid by cheque or warrant sent
through the post to the registered address of the member or person
entitled, or, in the case of joint holders, to the registered address
of that one whose name stands first on the Register in respect of the
joint holding, or addressed to such person at such address as the
holder or joint holders shall direct. The Company shall not be liable
or responsible for any cheque or warrant lost in transmission nor for
any dividend or other monies lost to the member or person entitled
thereto by the forged endorsement of any cheque or warrant. Payment of
the cheque or warrant by the banker on whom it is drawn shall be a good
discharge to the Company.
136 The Directors may distribute in specie or in kind among the members in
satisfaction in whole or in part of any dividend any of the assets of
the Company, and in particular any shares or securities of other
companies to which the Company is entitled 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 payments 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 any 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 required, 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.
137 Before recommending a dividend the Directors may set aside any part of
the net profits of the Company to one or more reserves, and may apply
the same either by employing it in the business of the Company or by
investing it in such manner as they shall think fit and the income
arising from such reserves shall be treated as part of the profits of
the Company. Such reserves may be applied for the purpose of
maintaining the property of the Company, replacing wasting assets,
meeting contingencies, forming an insurance fund, equalising dividends,
paying special dividends, or for any other purpose for which the
undivided profits of the Company may lawfully be used, and until the
same shall be so applied it shall be deemed to remain undivided profit.
The Directors may also carry forward as undivided profit any profit or
balance of profit which they shall not think fit to recommend as
dividend or to place to reserve.
AUTHENTICATION OF DOCUMENTS
138 Any Director or the Secretary or other authorised officer of the
Company shall have power to authenticate any documents affecting the
constitution of the Company and any resolutions passed by the Company
or the Directors or any committee, and any books, records, documents
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<PAGE> 33
and accounts relating to the business of the Company, and to certify
copies thereof or extracts therefrom as true copies of extracts; and
where any books, records, documents or accounts are elsewhere than at
the Office, the local manager or such other officer of the Company
having the custody thereof shall be deemed to be the authorised officer
of the Company 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 Directors or any local board or committee 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 any minute so
extracted is a true and accurate record of proceedings at a duly
constituted meeting.
CAPITALISATION OF RESERVES ETC.
139 The Company in general meeting may upon the recommendation of the
Directors resolve to capitalise any part of the Company's reserves or
undivided profits not required for the payment or provision of the
dividend on any shares with a preferential right to a dividend, and
accordingly that such part be divided amongst the members who would
have been entitled thereto if distributed by way of dividend and in the
same proportions, on condition that the same be not paid in cash but be
applied as a capitalisation issue 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 or
other securities of the Company to be allotted and distributed credited
as fully paid to and amongst such members in the proportion aforesaid,
or partly in one way and partly in the other:
Provided that any amount standing to the credit of a share premium
account or 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.
140 Whenever such a resolution as aforesaid shall have been passed the
Directors shall make all appropriations and applications of the
reserves and undivided profits resolved to be capitalised thereby, and
all allotments and issues of fully paid-up shares, debentures or other
securities and generally shall do all acts and things required to give
effect thereto.
141 For the purpose of giving effect to any resolution under Articles 136
and 139 hereof the Directors may settle any difficulty which may arise
in regard to the distribution or capitalisation issue as they think
expedient, and in particular may issue fractional certificates, and may
fix the value for distribution of any specific assets, and may
determine that cash payments shall be made to any members based upon
the value so fixed or that fractions of such value as the Directors may
determine may be disregarded in order to adjust the rights of all
parties, and may vest any such cash or specific assets in trustees upon
such trusts for the persons entitled to the distribution or
capitalisation issue as may seem expedient to the Directors. The
provisions of the Ordinance in relation to the filing of contracts for
allotment shall be observed, and the Directors may appoint any person
to sign such contract on behalf of the persons entitled to share in the
distribution or capitalisation issue, and such appointment shall be
effective and binding upon all concerned, and the contract may provide
for the acceptance by such persons of the shares, debentures or other
securities to be allotted and distributed to them respectively in
satisfaction of their claims in respect of the sum so capitalised.
ACCOUNTS AND AUDITORS
142 The Directors shall cause proper books of account to be kept with
respect to:-
(a) all sums of money received and expended by the Company and the
matters in respect of which such receipt and expenditure take
place; and
(b) the assets and liabilities of the Company.
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<PAGE> 34
Proper books shall not be deemed to be kept if there are not kept such
books of accounts as are necessary to give a true and fair view of the
transactions.
143 The Directors shall from time to time, in accordance with the
provisions of the Ordinance, cause to be prepared and to be laid before
the Company in general meeting such profit and loss accounts, balance
sheets, group accounts (if any) and reports as are required by the
Ordinance.
144 A copy of every balance sheet (including every document required by law
to be annexed thereto) which is to be laid before the Company in
general meeting, together with a copy of the Directors' report and a
copy of the Auditors' report, shall not less than twenty-one days
before the date of the meeting be sent to every member of, and every
holder of debentures of, the Company and to all persons other than
members or holders of debentures of the Company, being persons entitled
to receive notices of general meetings of the Company:
Provided that this Article shall not require a copy of those documents
to be sent to any person of whose address the Company is not aware nor
to more than one of the joint holders of any shares or debentures.
145 Auditors shall be appointed and their duties regulated in the manner
provided by the Ordinance.
146 Subject as otherwise provided by the Ordinance the remuneration of the
Auditors shall be fixed by the Company in general meeting provided
always that in respect of any particular year the Company in general
meeting may delegate the fixing of such remuneration to the Board.
147 Every statement of accounts audited by the Company's Auditors and
presented by the Board at a general meeting shall after approval 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 account amended in respect of the error
shall be conclusive.
NOTICES
148 Any notice or other document to be given or issued shall be in writing
to the members, may be served by the Company upon any member either
personally or by sending it by mail, postage prepaid, addressed to such
member at his registered address, and, in any case where the registered
address of a member is outside Hong Kong, by prepaid airmail.
149 Any notice sent by mail shall be deemed to have been served in the case
where the member's registered address is in Hong Kong on the day
following that on which the notice is mailed in Hong Kong and in any
other case on the fifth day after the day of mailing. In proving such
service it shall be sufficient to prove that the notice was properly
addressed and mailed, postage prepaid.
150 Any person who, by operation of law, transfer or other means
whatsoever, shall become entitled to any share shall be bound by every
notice in respect of such share which, previously to his name and
address being entered in the Register, shall be duly given to the
person from whom he derives his title to such share.
151 Any notice or document delivered or sent by mail to, or left at the
registered address of, any member, in pursuance of these Articles,
shall, notwithstanding such member be then deceased or bankrupt, and
whether or not the Company have notice of his decease or bankruptcy, be
deemed to have been duly served in respect of any shares held by such
member, 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 Articles be deemed a sufficient service of such notice or
document on his executors, administrators or assigns and all persons
(if any) jointly interested with him in any such share.
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<PAGE> 35
152 Any summons, notice, order or other document required to be sent to or
served upon the Company, or upon any officer of the Company, may be
sent or served by leaving the same or sending it through the post in a
prepaid letter, envelope or wrapper, addressed to the Company or to
such officer at the Office.
153 The signature to any notice to be given by the Company may be written
or printed.
154 Subject to any special provisions contained in these Articles or in the
Ordinance, all notices required to be given by advertisement shall be
advertised in at least one daily Chinese and one daily English
newspaper circulating in Hong Kong.
155 In reckoning the period for any notice given under these Articles, the
day on which notice is served, or deemed to be served, and the day for
which such notice is given shall be excluded.
WINDING UP
156 If the Company shall be wound up, the surplus assets remaining after
payment to all creditors shall be divided among the members in
proportion to the capital paid up on the shares held by them
respectively, and if such surplus assets shall be insufficient to repay
the whole of the paid-up capital, they shall be distributed so that, as
nearly as may be, the losses shall be borne by the members in
proportion to the capital paid up on the shares held by them
respectively. This Article is, however, subject to the rights of the
holders of any shares which may be issued on special terms or
conditions.
157 If the Company shall be wound up, the liquidator (whether voluntary or
official) may, with the sanction of a special resolution, divide among
the members in specie or kind the whole or any part of the assets of
the Company or vest any part of the assets of the Company in trustees
upon such trusts for the benefit of the members or any of them as the
resolution shall provide. Any such resolution may provide for and
sanction a distribution of any specific assets amongst different
classes of members otherwise than in accordance with their existing
rights, but each member shall in that event have a right of dissent and
other ancillary rights in the same manner as if such resolution were a
special resolution passed pursuant to section 237 of the Ordinance.
158 In the event of a winding-up of the Company in Hong Kong, every member
of 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 within the like
period after 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 upon whom all summonses, notices, processes,
orders and judgements 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 shall
be deemed to be a 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
advertising in such English language daily newspaper circulating in
Hong Kong as he shall deem appropriate or by a registered letter sent
through the post and addressed to such member at his address as
appearing in the Register, and such notice shall be deemed to be served
on the day on which the advertisement appears or the letter is posted.
INDEMNITY
*159 Subject to the Provisions of the Ordinance, every Director or other
officer of the Company shall be indemnified out of the assets of the
Company against all costs, charges, expenses, losses and
--------------
* Amended pursuant to a Special Resolution passed on 16 October 1997.
33
<PAGE> 36
and liabilities which he may sustain or incur in or about the execution
of his office or otherwise in relation thereto and in particular and
without prejudice to the generality of the foregoing every Director and
other officer of the Company shall be indemnified by the Company
against, and it shall be the duty of the Directors out of the funds of
the Company to pay all costs, losses and expenses which any such
Director and other officer may incur or become liable for by reason of
any contract entered into, or act or thing done by him or them as such
Director and other officer, or in any way in the discharge of their or
his duties, including travelling expenses; and the amount for which
such indemnity is provided shall immediately attach as a lien on the
property of the Company, and have priority as between the members over
all other claims. Any person who is a Director or other officer of the
Company shall not be liable (except in consequence of his own
dishonesty) for the acts, receipts, neglects or defaults of any other
Director or other officer of the Company or for any losses or expenses
incurred by the Company through the insufficiency or deficiency of
title to any property acquired by order of the Directors for or on
behalf of the Company, or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Company shall be
invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person with whom any moneys,
securities or effects of the Company shall be deposited or for any loss
occasioned by any error of judgement, omission, default or oversight on
their or his part, or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office or in
relation thereto.
UNTRACEABLE SHAREHOLDERS
160 Without prejudice to the rights of the Company, the Company may cease
sending such cheques for dividend entitlements or 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 or warrant is returned
undelivered.
161 The Company shall have the power to sell, in such manner as the Board
thinks fit, any shares of a shareholder who is untraceable, but no such
sale 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 Association 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 shareholder
who is the holder of such shares or of a person entitled to
such shares by death, bankruptcy or operation of law;
(iii) the Company has caused an advertisement to be inserted in
English in one English language daily newspaper and in Chinese
in one Chinese language daily newspaper (provided that the
aforesaid daily newspapers shall be included in the list of
newspapers issued and published in the Hong Kong Government
Gazette for the purpose of section 71A of the Ordinance)
advertising its intention to sell such shares and a period of
three months has elapsed since the date of such advertisement;
and
(iv) the Company has notified the stock exchange in the relevant
territory of its intention to effect such sale.
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.
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<PAGE> 37
The manner, timing and terms of any sale of shares pursuant to this
Article (including but not limited to the price or prices at which the
same is made) shall be such as the Board determines, based upon advice
from such bankers, brokers or other persons as the Board considers
appropriate consulted by it for the purposes, to be reasonably
practicable having regard to all the circumstances including the number
of shares to be disposed of and the requirement that the disposal be
made without delay and the Board shall not be liable to any person for
any of the consequences of reliance on such advice.
162 To give effect to any such sale pursuant to Article 161 the Board may
authorise any person to transfer the said shares and the 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 proceeds, it shall become indebted to the former shareholder by
carrying all moneys in respect thereof to a separate account for an
amount equal to such net proceeds. No trusts 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
form the net proceeds which may be employed in the business of the
Company or as it thinks fit. Any sale under this Article shall include
any additional shares which during the relevant period or during any
period ending on the date when all the requirements of sub-paragraphs
(i) to (iii) of Article 161 have been satisfied have been issued in
respect of those held at the beginning of such relevant period and
shall be valid and effective notwithstanding that the shareholder
holding the shares sold is dead, bankrupt or otherwise under any legal
disability or incapacity.
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<PAGE> 38
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
<TABLE>
<S> <C>
China Telecom (Hong Kong) Group Limited For and on behalf of
Hong Kong company no. 569288, of CHINA TELECOM (HONG KONG) GROUP LIMITED
16/F, Dah Sing Financial Centre,
108 Gloucester Road,
Wanchai, Hong Kong
(Sd.) Chen Zhaobin
CORPORATION ----------------------------------------
Director
China Telecom Hong Kong (BVI) Limited For and on behalf of
BVI I.B.C. company no. 244168, of CHINA TELECOM HONG KONG (BVI) LIMITED
P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands
(Sd.) Chen Zhaobin
CORPORATION ----------------------------------------
</TABLE>
Dated the 29 day of August, 1997.
WITNESS to the above signatures
Celia C. L. Lam (Sd. Celia Lam)
Solicitor
Hong Kong
Address:
14th Floor, Alexandra House
Chater Road
Central
Hong Kong
36