22 (a) Meetings of the directors may be held in Hong Kong or in any
other part of the world as may be convenient for the majority.
(b) Unless otherwise determined by the Company by Ordinary Resolution,
the quorum for meeting of the directors shall be two. Notwithstanding
any provision herein, if the Company has only one director, the decision
of that director shall be taken by way of written resolution(s).
(c) The directors may participate in any Board Meeting by means of
conference telephone or other communications equipment through which all
other directors present at the Meeting can hear each other and such
participation shall constitute attendance at Board Meeting as if those
participating were present in person, provided always that the quorum
was already present at the meeting. The directors may also, in urgent
cases, pass a resolution by way of telephonic conference, provided
always that a written resolution is subsequently signed by all the
directors in accordance with (d) below.
(d) A resolution in writing, signed by all the directors for the time
being entitled to receive notice of a meeting of the directors, shall be
as valid and effectual as if it had been passed at a meeting of the
directors duly convened and held, without the need for any agenda or
notice. The signature of any director may be given by his alternate. Any
such resolution may be contained in one document or separate copies
prepared and/or circulated for the purpose and signed by one or more of
the directors. A cable, telexT fax or e-mail message or other written
electronic communication sent by a director or his alternate shall be
deemed to be a document signed by him for the purposes of this Article.
THE SEAL AND CHEQUES
23. The Company may or may not have a common seal. However, if the
directors shall decide to have one made for the Company, the common seal
must be a metallic seal having the Company’s name engraved on it in
legible form and the director(s) 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.
24. The Company may exercise all the powers of having official seals
conferred by the Ordinance and such powers shall be vested in the
25. All cheques, bills of exchange, promissory notes and other
negotiable instruments issued or required to be signed, endorsed or
accepted or otherwise negotiated by the Company shall be signed by the
director(s) or such person or persons as the board of director(s) shall
from time to time appoint.