CHINA MOTOR BUS COMPANY, LIMITED

NOTICE OF EXTRAORDINARY MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary Meeting of the Members of the Company will be held at its registered office at 510 King's Road, North Point, Hong Kong on Friday, 7th December, 1990 at 11:45 a.m. (or so soon thereafter as the Ordinary Yearly Meeting of the Company convened for the same date and place shall have been concluded or adjourned) for the purposes of considering and, if thought fit, passing the following resolutions as Special Resolutions:-

SPECIAL RESOLUTION NO. 1

"THAT, conditional upon the Governor's approval, the following amendments to the Memorandum of Association of the Company be and are hereby approved and adopted in the following manner:

(a) In Clause 2 of the Memorandum of Association, delete the words "Victoria in the

Colony of".

(b)

(c)

In Clause 3 of the Memorandum of Association, in paragraph (1), delete the words "the Colony of''; in paragraph (15), delete the words "the colony" and substitute therefor the words "Hong Kong".

After paragraph (21) of Clause 3, add the following:

"(22) To carry on any other business or activity of any nature whatsoever which may seem to the Directors to be capable of being conveniently or advantageously carried on in connection or conjunction with any business of the Company hereinbefore or hereinafter authorised or to be expedient with a view directly or indirectly to enhancing the value of or to rendering profitable or more profitable any of the Company's assets or utilising its skills, know-how or expertise." "

SPECIAL RESOLUTION NO. 2

"THAT, conditional upon the Governor's approval, the Articles of Association of the Company be and are hereby amended by approving and adopting the amendments contained in the document submitted to the meeting marked "A" and signed by the Chairman for the purposes of identification."

Hong Kong, 17th October, 1990

By Order of the Board Y. S. Kwok Secretary

Notes:

1.

2.

3.

A Shareholder entitled to attend and vote at the above Meeting may appoint a proxy to attend and vote in his place and such proxy need not be a shareholder of the Company.

To be valid, forms of proxy must be deposited at the Registered Office of the Company not less than forty-eight hours before the time fixed for holding the Meeting or adjourned Meeting.

The Transfer Books and Register of Members of the Company will be closed from Friday, 23rd November, 1990 to Friday, 7th December, 1990, both days inclusive.

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