Company No. 29707

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION

OF

THE TAXATION INSTITUTE OF HONG KONG

PASSED ON 2ND MAY 2000

At an Extraordinary General Meeting of the above Institute held at the Chinese Club, 8/F, 21-22 Connaught Road Central, Hong Kong on 2nd May 2000 the following resolution was duly passed as a Special Resolution:-

"That the Articles of the Institute be amended in the following manner:-

1. By deleting Article 81 and substituting therefor the following new Article 81: -
   
   81. The Council shall cause minutes to be made in books provided for the purpose:-
   
   (a) of all appointments made by the Council.
   (b) of the names of the Members of the Council present at each Meeting of the Council.
   (c) of all resolutions and proceedings at all Meetings of the Institute and of the Council, and every member of the Council present at any meeting of the Council shall sign his name in a book to be kept for that purpose.
   
   
2. By deleting the heading immediately preceding Article 87 and substituting therefor the new heading "Proceedings of the Council and Committees".
   
   
3. By deleting Article 90 and substituting therefor the following new Article 90:-
   
   90. The Council may delegate any of its powers to Committees consisting of such Member or Members of the Council and such Member and Members of the Institute as it thinks fit; any committee so formed shall in the exercise on the powers so delegated conform to any regulation that may be imposed on it by the Council.
   
   
4. By deleting Article 93 and substituting therefor the following new Article 93:-
   
   93. All acts done by any Meetings of the Council or of a committee or by any person acting as a Member of the Council shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Member of the Council or Member of a committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Council or Member of a committee or person acting as aforesaid.
   
   
5. By adding a new Article 94A:-
   
   94A. A resolution in writing, signed by all the members of a committee for the time being, shall be as valid and effectual as if it had been passed at a meeting of the committee duly convened and held.
   
   
6. By deleting the words "or of a committee of the Council authorized by the Council so to do" in Article 95(1)-
   
   
7. By deleting Article 101 and substituting therefor the following new Article 101:-
   
   101. No person, except the Council and persons duly authorised by it and acting within the limits of the authority so conferred, shall hive authority to give receipts for moneys or otherwise, or to enter into any contract, so as thereby to impose any liability on the Institute, or otherwise to pledge the credit of the Institute."

(Sd.) Lee Kang Bor Thomas
Chairman of the Meeting