1、 Certificate of Incorporation No. MEMORANDUM AND ARTICLES OF ASSOCIATION OF * Incorporated on the day of , 2013 INCORPORATED IN HONG KONG - 1 - THE COMPANIES ORDINANCE (Cap. 32) Company Limited by Shares MEMORANDUM OF ASSOCIATION OF * 1. The name of the Company is *. 2. The Registered Office of the
2、Company will be situated in Hong Kong. 3. The Company has the capacity and the rights, powers and privileges of a natural person and the objects for which the Company is established are unrestricted. 4. The liability of the members is limited. 5. The Capital of the Company is HK$10,000.00 divided in
3、to 10,000 shares of HK$1.00 each and the Company shall have power to divide the original or any increased capital into several classes, and to attach thereto any preferential, deferred, qualified, or other special rights, privileges, restrictions or conditions. We, whose name, address and descriptio
4、n are hereto given below, wish to form a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the capital of the Company set opposite to our name:- Name, Address and Description of Signatory Number of Shares Taken by Signatory For and on behalf of * LI
5、MITED *, Authorised Representative * Central, Hong Kong Corporation ONE Total Number of Shares Taken ONE - 2 - THE COMPANIES ORDINANCE (Cap. 32) Company Limited by Shares ARTICLES OF ASSOCIATION OF * PRELIMINARY 1. The regulations in Table A in the First Schedule to the Ordinance shall not apply to
6、the Company. INTERPRETATION 2. (a) In these Articles, save where the context otherwise requires:- “the Company” means the above named Company; “the Ordinance” means the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), and includes every other Ordinance incorporated therewith or substituted th
7、erefor; and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance; “the Board” and “the Directors” means the Directors for the time being of the Company or the D
8、irector present at a duly convened meeting of Directors at which a quorum is present; “Dividend” includes bonuses, distributions in specie and in kind, capital distributions and capitalisation issues; “month” means calendar month; “the Office” means the registered office of the Company for the time
9、being; “paid up” includes credited as paid up; “the Register” means the register of members of the Company kept pursuant to the Ordinance and includes any branch register kept pursuant to the Ordinance; “the Secretary” means the secretary for the time being of the Company; “the Seal” means the commo
10、n seal of the Company or any official seal that the Company may have as permitted by the Ordinance; “these Articles” means the Articles of Association in their present form or as altered from time to time; - 3 - “in writing” and “written” includes cable, telex, facsimile messages, electronic message
11、s and any mode of reproducing words in a legible and non-transitory form. (b) In these Articles, if not inconsistent with the subject or context, words importing the singular number only shall include the plural number and vice versa, and words importing any gender shall include all genders and vice
12、 versa. (c) Subject as aforesaid, any words defined in the Ordinance or any statutory modification thereof in force at the date at which these Articles become binding on the Company shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. (d) The headings are
13、inserted for convenience only and shall not affect the construction of these Articles. PRIVATE COMPANY 3. The Company is a private company, and accordingly:- (a) any invitation to the public to subscribe for any shares or debentures of the Company is prohibited; (b) the number of the members of the
14、Company (not including persons who are in the employment of the Company, and 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) shall be limited to 50 PROVIDE
15、D that where two or more persons hold one or more shares in the Company jointly they shall, for the purposes of this Article, be treated as a single member; (c) the right to transfer the shares of the Company shall be restricted in manner hereinafter prescribed; and (d) the Company shall not have po
16、wer to issue share warrants to bearer. THE OFFICE 4. The Office shall be at such place in Hong Kong as the Directors or Secretary shall from time to time appoint. SHARES 5. (a) Subject to the provisions of section 57B of the Ordinance, and save as provided by contract or these Articles to the contra
17、ry, all unissued shares shall be at the disposal of the Directors who may allot, grant options over, or otherwise deal with or dispose of the same to such persons, at such times, for such consideration and generally upon such terms and conditions as they think proper, but so that no shares of any cl
18、ass shall be issued at a discount except in accordance with section 50 of the Ordinance. (b) The Company may give such financial assistance for purposes of acquiring shares in the Company as is not prohibited by the Ordinance. (c) The Directors are authorised to make statements or take such other st
19、eps as may be required by the Ordinance in relation to the giving of financial assistance to acquire shares in the Company. 6. The Company may make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of suc
20、h calls. - 4 - 7. If by the conditions of allotment of any shares the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid to the Company by the person who for the time being is the registered holder of the shares, or his
21、legal personal representative. 8. (a) Subject to sections 49 to 49S of the Ordinance, the Company may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or the shareholder. The redemption of shares may be effected upon such terms and in such manner as the
22、 Company before or upon issue of the shares shall by ordinary resolution determine. (b) Subject to sections 49 to 49S of the Ordinance, the Company may purchase its own shares (including redeemable shares) and without prejudice to the generality of the foregoing the Company may purchase its own shar
23、es (including any redeemable shares) in order to:- (i) settle or compromise a debt or claim; (ii) eliminate a fractional share or fractional entitlement; (iii) fulfil an agreement in which the Company has an option or is obliged to purchase shares under an employee share scheme which had previously
24、been approved by the Company in general meeting; and (iv) comply with an order of court under section 8(4), 47G(6), or 168A(2) of the Ordinance. (c) Subject to sections 49I to 49O of the Ordinance, the Company may make a payment in respect of the redemption or purchase under section 49A or (as the c
25、ase may be) section 49B of its own shares otherwise than out of its distributable profits or the proceeds of a fresh issue of shares. (d) For the purposes of Article 8(c), the Directors are authorised to make statements or take such other steps as may be required by the Ordinance in relation to the
26、redemption or purchase by the Company of its own shares out of capital. 9. Subject to the provisions of these Articles, the Company shall not, except as required by law, be bound by or required in any way to recognise any contingent, future, partial or equitable interest in any share or in any fract
27、ional part of a share, or any other right in respect of any share, or any other claim to or in respect of any such share on the part of any person (even when having notice thereof) except an absolute right to the entirety thereof in the registered holder. 10. The Company may in connection with the i
28、ssue of any shares exercise all powers of paying interest out of capital and of paying commission and brokerage conferred or permitted by the Ordinance. 11. No person shall become a member until his name shall have been entered into the Register. JOINT HOLDERS OF SHARES 12. Where two or more persons
29、 are registered as the holders of any share they shall be deemed to hold the same as joint tenants with benefit of survivorship, subject to the following provisions:- (a) the Company shall not be bound to register more than three persons as the holders of any shares except in the case of the legal p
30、ersonal representative of a deceased member; (b) the joint holders of any shares shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such shares; (c) on the death of any one of such joint holders the survivor or survivors shall be the only per
31、son or persons recognised by the Company as having any title to such shares, but the Directors may require such evidence of death as they may deem fit; - 5 - (d) any one of such joint holders may give effectual receipts for any dividend, return of capital or other payment in the share; and (e) the C
32、ompany shall be at liberty to treat the person whose name stands first in the Register as one of the joint holders of any shares as solely entitled to delivery of the certificate relating to such shares, or to receive notices from the Company, and to attend and vote at general meetings of the Compan
33、y, and any notice given to such person shall be deemed notice to all the joint holders; but any one of such joint holders may be appointed the proxy of the persons entitled to vote on behalf of such joint holders, and as such proxy to attend and vote at general meetings of the Company, and if more t
34、han one of such joint holders be present at any meeting personally or by proxy that one so present whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof. SHARE CERTIFICATES 13. Every member shall, without payment, be entitled to receive
35、within two months after allotment or lodgment of an instrument of transfer duly stamped, or within such other period as the conditions of issue may provide, a certificate for all his shares of any particular class, or several certificates, each for one or more of his shares, upon payment of such fee
36、, not exceeding two dollars for every certificate after the first, as the Directors shall from time to time determine, provided that in the event of a member transferring part of the shares represented by a certificate in his name a new certificate in respect of the balance thereof shall be issued i
37、n his name without payment and, in the case of joint holders, the Company shall not be bound to issue more than one certificate for all the shares of any particular class registered in their joint names. 14. Every share certificate shall be issued under the Seal and shall specify the number and clas
38、s of shares, and, if required, the distinctive numbers thereof comprised therein, the amount paid up thereon and, if appropriate, whether such shares carry no voting rights. No certificate shall be issued in respect of more than one class of shares. If there shall be more than one class of shares th
39、en each certificate of every class shall state thereon that the share capital is divided into different classes and the nominal value of the voting rights attaching to each class. 15. If any share certificate shall be worn out, defaced, destroyed or lost, it may be renewed on such evidence being pro
40、duced as the Directors shall require, and in case of wearing out or defacement, on delivery up of the old certificate, and in case of destruction or loss, on the execution of such indemnity (if any), as the Directors may from time to time require. In case of destruction or loss, the person to whom s
41、uch renewed certificate is given shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity. CALLS ON SHARES 16. (a) The Directors may from time to time make calls upon the members in respect of
42、 all monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) but subject always to the terms of issue of such shares, and any such call may be made payable by instalments. (b) Each member shall, subject to receiving at least fourteen days notice spe
43、cifying the time or times and place for payment, pay to the Company the amount called on his shares and at the time or times and place so specified. The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, any of the members shall not invalidate the call. 1
44、7. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. A call may be revoked, varied or postponed as the Directors may determine. - 6 - 18. If any part of a sum called in respect of any shares or any instalment of a call be not
45、paid before or on the day appointed for payment thereof, the person from whom the sum is due shall be liable to pay interest on the outstanding part thereof at such rate as the Directors shall determine from the day appointed for the payment of such call or instalment to the time of discharge thereo
46、f in full; but the Directors may, if they shall think fit, waive the payment of such interest or any part thereof. 19. If, by the terms of the issue of any shares or otherwise, any amount is made payable upon allotment or at any fixed time, whether on account of the nominal amount of the shares or b
47、y way of premium, every such amount shall be payable as if it were a call duly made and payable on the date on which by the terms of the issue the same becomes payable; and all the provisions thereof with respect to the payment of calls and interest thereon, or to the forfeiture of shares for non-pa
48、yment of calls, shall apply to every such amount and the shares in respect of which it is payable in the case of non-payment thereof. 20. The Directors may, if they shall think fit, receive from any member willing to advance the same all or any part of the monies uncalled and unpaid upon any shares
49、held by him; and upon all or any of the monies so paid in advance the Directors may (until the same would, but for such payment in advance, become presently payable) pay interest at such rate as may be agreed upon between the member paying the monies in advance and the Directors. The Directors may also at any time repay the amount so advanced upon giving to such member one months notice in writing. 21. On the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member su
