We,
the several persons, whose names, addresses and descriptions are hereto
subscribed, 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 capital of the Company set
opposite to our respective names:_
| Names,
Addresses and Descriptions of Subscribers |
Number
of Shares
Taken by each
Subscriber |
|
(SD.)
WANG REN(王刃)
ADDRESS.
-MERCHANT-
(SD.)
LI CHUN（李纯）
ADDRESS
-MERCHANT- |
1
1 |
|
Total
Number of Shares Taken…… |
2 |
Dated the 8th day of April 2000.
WITNESS to the above signatures
(SD.)
MISS WANG
SECRETARY
ADDRESS
THE
COMPANIES ORDINANCE (CHAPTER 32)
________________
Private Company Limited by Shares
________________
ARTICLES
OF ASSOCIATION
OF
ABC
GROUP (HK) LIMITED
大丰集團(香港)有限公司
__________________
Preliminary
1. The
regulations contained in Table "A" in the First Schedule to
Companies Ordinance (Chapter 32) shall apply to the Company save in
so far as they are hereby expressly excluded or modified. In case of
conflict between the provisions of Table "A" and these presents,
the provisions herein contained shall prevail.
2. The company
is a private company and accordingly:-
(a) the
right to transfer shares is restricted in manner hereinafter prescribed
(b) the number
of Members of the company (exclusive of persons who are in the
employment
of the company and of persons who having been formerly in the employment
of
the company were while in such employment and have continued after
the determination
of such employment to be members of the company jointly they shall
for the
purpose of this regulation be treated as a single member;
(c) any
invitation to the public to subscribe for any shares or debentures
of the company in prohibited
.
Transfer
of Shares
3. The
Directors may decline to register any transfer of shares to any person
without giving any reason therefore. The Directors may suspend the registration
of transfers during the twenty-one days immediately preceding the Ordinary
General Meeting in each year. The Directors may decline to register
any instrument of transfer, unless (a) a fee not exceeding two dollars
is paid to the Company in respect thereof, and (b) the instrument of
transfer is accompanied by the Certificate of the shares to which it
relates, and such other evidence as the Directors may reasonably require
to show the right of the transferor to make the transfer.
Chairman of Director
4. The
Directors may elect a chairman of their meetings, and determine the
period for which he is to hold office, and unless otherwise determined
the chairman shall be elected annually. If no chairman is elected, or
if at any meeting the chairman is not present within half an hour of
the time appointed for holding the same, the Directors present shall
choose someone of their number to be the chairman of such meeting.
5. Unless and
until the Company in General Meeting shall otherwise determine, the
number of Directors shall not be less than two. The first Directors
of the Company shall be nominated in writing be the subscribers to the
Memorandum of Association.
6. A
Director who is about to away from or is absent from Hong Kong may with
the approval of the majority of the other Directors nominate any person
to be his substitute and such substitute whilst he holds office as such
shall be entitled to notice of Meetings of the Directors and to attend
and vote thereat accordingly and he shall ipso facto vacate office if
and when the appointor returns to Hong Kong or vacate office as a director
or removes the substitute from office and any appointment and removal
under this Article shall be effected by notice in writing under the
hand of or by cable from the director making the same. A Director may
appoint (subject as above provided) one of the other directors to be
his substitute who shall thereupon be entitled to exercise (in addition
to his own right of voting as a director)such appointor's rights at
meetings of the Directors.
7. At
the Ordinary General Meeting to be held next after the adoption of these
Articles and at every succeeding Ordinary General Meeting all Directors
shall retire from office and shall be eligible for re-election.
8. A
Director shall not require any qualification shares.
9. The
office of a Director shall be vacated if the Director:--
(a) resigns
his office by notice in writing to the Company; or
(b) becomes
bankrupt or makes any arrangement or composition with his creditors
generally;or
(c) becomes
of unsound mind.
10. (a)
No Director shall be disqualified from his office by contracting with
the Company, nor shall any such contract or any contract entered into
by or on behalf of the Company in which any Director shall be in any
way interested be avoided, nor shall any Director so contracting or
being so interested be liable to account to the Company for any profit
realized by any such contract by reason only of such Director holding
that office, or of the fiduciary relations thereby established but it
is declared that the nature of his interest must be disclosed by him
at the meeting of the Directors at which the contract is determined
on if his interest then exists, or , in any other case, at the first
meeting of the Directors after the acquisition of his interest. A Director
may vote in respect of any contract or arrangement in which he is interested.
(b)
A Director of the Company may be or become a Director of any company
promoted by this Company or in which it may be interested as a vendor,
shareholder or otherwise and no such Director shall be accountable for
any benefits received as a Director or shareholder of such company.
11. The
Directors may meet together for the dispatch of business, adjourn and
other wise regulate their Meetings as they think fit and determine the
quorum necessary for the transaction of business. Until otherwise determined,
two Directors shall constitute a quorum.
12. Any
casual vacancy occurring in the Board of Directors may be filled up
by the Directors, but the person so chosen shall be subject to retirement
at the same time as if he had become a Director on the day on which
the Director in whose place he is appointed was last elected a Director.
13. Subject to
the provisions of Article 6 hereof, the Directors shall have power at
any time, and from time to time, to appoint a person as an additional
Director who shall retire from office at the next following Ordinary
General Meeting ,but shall be eligible for election by the Company at
that meeting as an additional Director.
14. The Company
may by special resolution remove any Director and may by an ordinary
resolution appoint another person in his stead. The person so appointed
shall be subject to retirement at the same time as if he had become
a Director on the day on which the Director in whose place he is appointed
was last elected a Director.
15. Any
Resolution of the Board of Directors in writing signed by the majority
of the Directors, in whatever part of the world they may be ,shall be
valid and binding as a resolution of the Directors provided that notice
shall have been given to all the Directors of the Company capable of
being communicated with conveniently according to the last notification
of address by each such Director given to the Registered Office of the
Company .
16. Where
any notice is required either by these Articles, by Table "A",
by the Ordinance or otherwise, to be given to any Director or to any
member of the Company, such shall be valid if given by cable and where
any consent, agreement, signature, notice by or authority from any Director
or Member of the Company such shall be good and valid if given by cable
in spite of the fact that neither the cable nor the document by which
the cable is sent bears a written signature. This clause shall not apply
to Special Resolution.
Powers of Directors
17. The Directors,
in addition to the powers and authorities by these Articles or otherwise
expressly conferred upon them, may exercise all such powers and do all
such acts and things as may be exercised or done by the Company in General
Meeting subject nevertheless to the provisions of the Companies Ordinance
(Chapter 32), to these Articles, and to any regulations from time to
time made by the Company in General Meetings, provided that no such
regulation so made shall invalidate any prior act of the Directors which
would have been valid if such regulations had not been made.
18. Without prejudice
to the general powers conferred by the preceding Article and the other
powers conferred by these Articles, it is herby expressly declared that
the Directors shall have the following powers, that is to say, power;--
(1) To
pay the costs, charges and expenses preliminary and incidental to
the promotion, formation,
establishment and registration of the Company.
(2) To
purchase or otherwise acquire for the Company or sell or otherwise
dispose of any property,
rights or privileges which the Company is authorized to acquire
at such price and generally
on such terms and conditions as they shall think fit.
(3) To
engage, suspend or dismiss the employees of the Company, and to
fix and vary their salaries
or emoluments.
(4) To
institute, conduct, defend, compromise or abandon any legal proceedings
by or against the
Company or its officers, or otherwise concerning the affairs of
the Company, and also to compound
and allow time for payment or satisfaction of any debts due and
of any claims or demands
by or against the Company.
(5) To
refer any claims or demands buy or against the Company to arbitration
and observe and
perform the awards.
(6) To
make and give receipts, releases and other discharges for moneys
payable the Company,
and for claims and demands of the Company.
(7) To
invest, lend or other wise deal with any of the moneys payable to
the Company in such manner
as they think fit having regard to the Company's Memorandum of Association
and from
time to time to vary or realize any such investment.
(8) To
borrow money on behalf of the Company, and to pledge, mortgage or
hypothecate any of
the property of the Company.
(9) To
open a current account with themselves for the Company and to advance
any money to the
Company with or without interest and upon such terms and conditions
as they shall think fit.
(10) To enter
into all such negotiations and contracts and rescind and vary all
such contracts and
execute and do all such acts, deeds and things in the name and on
behalf of the Company
as they may consider expedient for, or in relation to, any of the
matters aforesaid, or
otherwise for the purposes of the Company.
(11) To
give to any Director, officer or other person employed by the Company
a commission on
the profits of any particular business or transaction, and such
commission shall be treated as
part of the working expenses of the Company, and to pay commissions
and make allowances
(either by way of a share in the general profits of the Company
or otherwise) to any
person introducing business to the Company or otherwise promoting
or serving the interest
thereof.
(12) To
sell, improve, manage, exchange, lease, let, mortgage or turn to
account all or any part of
the land, property, rights and privileges of the Company.
(13) To employ,
invest or otherwise deal with any Reserve Fund or Reserve Funds
in such manner
and for such purposes as the Directors may think fit.
(14) To
execute, in the name and on behalf of the Company, in favour of
any Director or other person
who may incur or be about to incur any personal liability for the
benefit of the Company,
such mortgages of the Company's property (present or future) as
they think fit, and
any such mortgage may contain a power of sale and such other powers,
covenants and provision
as shall be agreed upon.
(15) From
time to time to provide for the management of the affairs of the
Company abroad in such
manner as they think fit, and in particular to appoint any persons
to be the attorneys or agents
of the Company with such powers (including power to sub-delegate)
and upon such terms
as they think fit.
(16) From
time to time to make, vary or repeal rules and by-laws for the regulation
of the business
of the Company, its officers and servants.
(17) To
delegate any or all of the powers herein to any Director or other
person or persons as the
Directors may at any time think fit.
19. Clause
81 of Table "A" shall not apply.
Seal and Cheques
20. The
Seal of the Company shall be kept by the Board of Directors and shall
not be used except with their authority.
21. Every document
required to be sealed with the Seal of the Company shall be deemed to
be properly executed if sealed with the Seal of the Company and signed
by the Chairman of the Board of Directors, or such person or persons
as the Board may from time to time authorized for such purpose.
22. All cheques,
promissory notes, drafts, bills of exchange, and other negotiable instruments,
shall be made, signed, drawn, accepted and endorsed, or otherwise executed
by the person or persons from time to time authorized by a resolution
of the Board of Directors.
General Meetings
23. For
all purposes, the quorum for all general meetings shall be two members
personally present and holding either in his own right or by proxy at
least fifty-one per cent of the paid-up capital of the Company, and
no business shall be transacted at any General Meeting unless the requisite
quorum be present at the commencement of the business.
24. A
resolution in writing signed by all the shareholders shall be as valid
and effectual as a resolution passed at a general meeting duly convened
and held.
Votes of Members
25. All
voting of members in respect of any matter or matters shall be by poll
and every member present in person or by proxy shall have one vote for
each share of which he is the holder.
Divisions of Profits
26. The
net profits of the Company in each year shall be applied in or towards
the formation of such reserve fund or funds and in or towards the payment
of such dividends and bonuses as the Directors subject to the approval
of the Company in General Meeting may direct.
27. No dividend
shall be payable except out of the profits of the Company, and no dividend
shall carry interest as against the Company.
28. A
transfer of shares shall not pass the right to any dividend declared
thereon before the registration of the transfer.
29. If
two or more persons are registered as joint holders of any share, any
one of such persons may give effectual receipts for any dividends or
for other moneys payable in respect of such share.
30. The Directors
may retain any dividends payable on shares on which the Company has
a lien, and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
31. All
dividends unclaimed for one year after having been declared may be invested
or otherwise made use of by the Directors for benefit of the Company
until claimed.
Secretary
32. The Directors
may from time to time by resolution appoint or remove a Secretary. In
the event that the secretary appointed is a corporation or other body,
it may act and sign be the hand of any one of more of its directors
or officers duly authorized. The first secretary of the Company shall
be A & M MANAGEMENT CONSULTANTS LIMITED.
|
Names, Addresses
and Descriptions of Subscribers |
|
(SD.)
WANG REN(王刃)
ADDRESS.
-MERCHANT-
(SD.)
LI CHUN（李纯）
ADDRESS
-MERCHANT- |
Dated
the 8th day of April 2000.
WITNESS to the above signatures
