The Taxation Institute of Hong Kong-Memorandum and Articles of Association

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Company No. 29707

THE COMPANIES ORDINANCE (CHAPTER 32)

SPECIAL RESOLUTION

THE TAXATION INSTITUTE OF HONG KONG

PASSED ON 23RD SEPTEMBER 1996

At an Extraordinary General Meeting of the above Institute held at the Hong Kong Bankers' Club (Hong Kong), 43rd Floor, Gloucester Tower, Landmark, Central, Hong Kong on 23rd September 1996 the following resolution was duly passed as a Special Resolution:-

'That the Articles of Association of the Institute be amended by adding after the existing Article 20 the following new Article 20A:-

"20A. (a) It shall be competent for any duly constituted Meeting of the Council, by resolution passed by at least three-fourths of those present and voting, to elect for such period as the Council may determine as an Adviser, any Member who, by reason of his past association or experience in the Institute's matters and affairs, appears to the Council to be able to assist in promoting the objects of the Institute.

(b) An Adviser of the Institute shall be entitled to receive notice of meeting of Council, participate in deliberations in the Council meetings, join any committees established by the Council but has no voting rights at any Council meeting.

(c) The Council shall have absolute discretion as to the admission of an adviser of the Institute subject, however, to these presents and to the by-laws for the time being in force." '

(Sd.) Christine Y.S. So
Chairman of the Meeting