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
(SD.) MISS WANG
SECRETARY
ADDRESS
