Company Number: 3805
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
Nam Tai Property Inc.
Formerly
NAM TAI ELECTRONICS, INC.
Incorporated the 12th day of August, 1987
Amended January 17, 1997
Amended November 20, 1998
Amended December 22, 1998
Amended June 26, 2003
Amended December 5, 2007
Name change amendment March 20, 2014
Amended under the BVI Business Companies Act September 21, 2020
Maples Corporate Services (BVI) Limited
Kingston Chambers
PO Box 173
Road Town, Tortola
British Virgin Islands
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
4. | The object or purpose for which the Company is established is to engage in any act or activity that is not prohibited under any law for the time being in force in the British Virgin Islands. |
8. | The Company is authorised to issue a maximum of Two Hundred Million (200,000,000) shares ("shares") consisting of one class of shares of par value US$0.01 per share. |
9. | The Company is not authorised to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares. |
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11. | Every reference in this Memorandum of Association or in the Articles of Association of the Company to a majority or other proportion of shares shall refer to such majority or other proportion of the votes of such shares. |
12. | The directors may at any time and from time to time issue shares of authorised and unissued shares upon such terms and for such lawful consideration as they may determine, and any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid shares and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon, provided that the actual value of such consideration is not less than the par value of the shares so issued. |
13. | No member of the corporation shall be entitled as of right to subscribe for, purchase, or take any part of any new or additional issue of shares of any class. |
| (a) | to restrict the rights or powers of the members to amend this Memorandum of Association or the Articles of Association of the Company; |
| (b) | to change the percentage of members required to pass a resolution of members to amend this Memorandum or the Articles of Association of the Company; |
| (c) | in circumstances where this Memorandum or the Articles of Association of the Company cannot be amended by the members; or |
| (d) | to authorise the Company to issue, or authorise the issuance of, bearer shares. |
We, McNamara Corporate Services Limited of 2nd floor, 116 Main Street, Road Town, Tortola, British Virgin Islands for the purpose of disapplying Part IV of Schedule 2 of BVI Business Companies Act, hereby signed as Registered Agent of the Company this 5th day of December, 2007:
McNamara Corporate Services Limited
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TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
Nam Tai Property Inc.
3. | No shares shall be issued except as fully paid up. The pre-emption rights set out in section 46 of the Act shall not apply to the Company. |
5. |
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VARIATION OF SHARE RIGHTS
8. | Subject to the provisions of the Act, any shares may be purchased, redeemed or acquired by the Company on such terms and in such manner as the directors may determine. |
| (a) | For the purposes of Regulation 8(a) of these Articles the following defined terms have the meanings indicated: |
“Beneficial owner,” “beneficial ownership” or “beneficially owned,” in the context of a Person whose shares may be redeemed shall be ascertained in accordance with Rule 13d-3 of Regulation 13D promulgated by the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended, or any successor to that Rule.
“Date Fixed for Redemption” shall have the meaning specified in Regulation 8(b) of these Regulations.
“Fair Market Value” of the shares to be redeemed means the product of the number of shares redeemed multiplied by the Redemption Price.
“Judgment” means a judgment (i) for a liquidated amount in a civil matter; (ii) that is final and conclusive and has not been stayed or satisfied in full; (iii) that is not directly or indirectly for the payment of taxes, penalties, fines or charges of a like nature; (iv) that is not obtained by actual or constructive fraud or duress; (v) in which the rendering court has taken jurisdiction on grounds that are recognized by the common law rules of the British Virgin Islands; (vi) in which proceedings it was obtained were not contrary to natural justice or the public policy of the British Virgin Islands; (vii) in which the Person against whom the judgment is given is subject to the jurisdiction of the court rendering the judgment; and (viii) is not on a claim for contribution in respect of damages awarded by a judgment which does not satisfy the foregoing.
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“Judgment Amount” means the sum of (i) the liquidated amount of the Judgment, (ii) interest thereon at the legal rate of the jurisdiction in which it was entered from the date of such entry through the Date Fixed for Redemption, and (iii) reasonable expenses of the Company (including its reasonable attorney fees, court costs, administration and overhead costs, and any other related expenses) of enforcing the Judgment and/or redeeming its shares to satisfy the same, less the sum of any amounts thereto fore paid on, or credited against, the Judgment.
“Notice” shall have the meaning specified in Regulation 8(b) of these Regulations.
“Person” means any natural person, corporation, company incorporated under the International Business Companies Act of the British Virgin Islands, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association or other “person” defined in the International Business Companies Act of the British Virgin Islands.
“Redemption Price” means (i) if the class of shares to be redeemed is traded in the over-the-counter market in the U.S. and not on any national securities exchange in the U.S. (including The Nasdaq Stock Market, which began operations as a national securities exchange in the U.S. on August 1, 2006), the average of the per share closing bid prices of the shares on the 20 consecutive trading days immediately preceding the Date Fixed for Redemption, as reported by The OTC Bulletin Board (OTCBB) or the Pink Sheets LLC if the shares are not quoted on the OTCBB (or an equivalent generally accepted reporting service if quotations are not reported on The Pink Sheets LLC), or (ii) if the class of shares to be redeemed is traded on a national securities exchange in the U.S. (including The Nasdaq Stock Market), the average for the 20 consecutive trading days immediately preceding the Date Fixed for Redemption of the daily per share closing prices of the shares in on the principal stock exchange in the U.S. (including The Nasdaq Stock Market) on which they are listed,. For purposes of clause (i) above, if trading in the shares is not reported on the OTCBB, the bid price referred to in said clause shall be the lowest bid price as reported in the Pink Sheets LLC or, if not reported thereon, an equivalent generally accepted reporting service and, if such shares are not so reported shall be the price of a share determined by the directors in good faith. The closing price referred to in clause (ii) above shall be the last reported sale price or, in the case no such reported sale takes place on such day, the last reported sale price previously reported on the national securities exchange in the U.S. (including The Nasdaq Stock Market) on which the class of shares is then listed.
“U.S.” shall mean the United States of America.
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At least 30 calendar days before the date fixed for redemption as determined by resolution of the directors (the “Date Fixed for Redemption”), a written redemption notice (the “Notice”) shall be sent to each beneficial owner and registered holder (if different, from the beneficial owner) whose shares are to be redeemed by first-class mail, postage prepaid, at the address of the beneficial owner and registered holder (if different, from the beneficial owner) as shown on the records of the Company, stating: (i) the class(es) of shares and the number of shares in each such class to be redeemed from the beneficial owner, (ii) the Date Fixed for Redemption, (iii) information on the method to be used to determine Redemption Price in accordance with Regulation 8(a) of these Articles, (iv) the Judgment Amount and (v) the address of the place where the certificates for the shares to be redeemed shall be surrendered for redemption. On or before the Date Fixed for Redemption, each beneficial owner and registered holder (if different, from the beneficial owner) of the shares to be redeemed shall surrender the certificates representing these shares to the Company at the place so designated therefor in the Notice unless the Judgment Amount has theretofore been satisfied in full.
On the Date Fixed for Redemption the Company shall pay the Redemption Price for the shares redeemed by offsetting the Fair Market Value of the shares redeemed against the Judgment Amount. If the Fair Market Value of the shares redeemed exceeds the Judgment Amount, then new certificates representing the number of shares determined by dividing such excess by the Redemption Price (and rounding the quotient down to the nearest whole share) shall be issued to the Person whose shares were redeemed.
In lieu any fractional shares otherwise issuable, the Company shall pay an amount equal to the Redemption Price multiplied by the fraction. If the Fair Market Value of the shares redeemed is insufficient to fully satisfy the Judgment Amount, the Company shall retain the right to pursue all of its rights and remedies otherwise available to satisfy the deficiency. If the Notice is given in the manner provided in this Regulation, whether or not the certificates covering these shares are surrendered, all rights with respect to the redeemed shares shall terminate except for the right of the Person whose shares are so redeemed to receive credit by offset against the Judgment Amount as herein provided. Unless the certificates covering these shares are received by the company at the place so designated the Judgment Amount will not be deemed to have been satisfied in full.
11. | No notice of a trust, whether expressed, implied or constructive, shall be entered on the |
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14. | The directors shall have power to close the register of members for such period as they shall think fit, but not exceeding 90 days in any one year. |
15. |
16. | Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as a transferee of such share or shares and such request shall likewise be treated as it were a transfer. |
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18. | The Company may by resolution of directors amend the Memorandum to increase or reduce the number of shares that the Company is authorised to issue. |
| (a) | divide any shares, including issued shares, of a class or series into a larger number of shares of the same class or series; or |
| (b) | combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series; |
| (c) | provided, however, that where shares with a par value are divided or combined under paragraphs (a) or (b) of this Article, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. |
20. | Where any difficulty arises in regard to any consolidation and division under Regulation 20, the Company by a resolution of directors may settle the same as it thinks expedient. |
21. | [intentionally left blank] |
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PROCEEDINGS AT MEETINGS OF MEMBERS
33. | A member may be present at a meeting if he participates by telephone or other electronic means and all members participating at the meeting are able to hear each other. |
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42. | Each director holds office according to the terms of his appointment until his successor takes office or until his earlier death, resignation or removal. |
43. | A vacancy in the board of directors may be filled by the appointment of a new director pursuant to a resolution of members or of a majority of the remaining directors. |
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| (e) | becomes a disqualified person as defined at section 111 of the Act |
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53. | A director may be counted as one of a quorum upon a motion in respect of any contract or arrangement which he shall make with the Company, or in which he is so interested as aforesaid, and may vote upon such motion. |
54. |
55. | Any officer who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it and transacting any of the business of the officers. |
56. | The Registered Agent may certify to whom it may concern the names and addresses of the directors and officers of the Company and the terms of their incumbency. |
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Subject to Regulation 41 the continuing directors may act notwithstanding any vacancy in their body. |
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A sole director shall have full power to represent the Company notwithstanding the reference in these Regulations to a board of directors consisting of more than one person. |
| (c) | such other books and records as may be necessary or desirable in their opinion to reflect the financial position of the Company. |
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| (a) | The Company will be able to satisfy its debts as they become due; and |
| (b) | The value of the assets of the Company exceeds that of its total liabilities |
The directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the Company. |
Any one of the joint holders of a share may give a valid receipt to the Company for dividends paid thereon. |
UNTS
| (a) | The Company shall keep the following documents at the office of its registered agent: |
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| (v) | Copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years. |
| (b) | If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent, it shall: |
| (i) | Within 15 days of any change in either register, notify the registered agent in writing of the change; and |
| (ii) | Provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. |
| (c) | The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine: |
| (d) | The name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee; |
| (f) | Details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge. |
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| (a) | The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. |
If so required by the members, a copy of such profit and loss account and balance sheet shall be served on every member in the manner to that prescribed herein for calling a meeting. |
The directors may call for the accounts to be examined by an auditor or auditors and shall do so if required by a resolution of members. |
The auditors shall be appointed by the directors, unless otherwise appointed by a resolution of members. |
The auditors may be shareholders of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. |
The report of the auditors shall be annexed to the accounts and shall be read at the meeting, if any, at which the accounts are laid before the Company. |
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| (a) | the value of the Company’s assets will exceed its liabilities; and |
| (b) | the Company will be able to pay its debts as they fall due. |
95. | The Directors may, before making any distribution, set aside out of the profits of the Company such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select. |
96. | Notice of any distribution that may have been authorised shall be given to each shareholder in the manner hereinafter mentioned and all Distributions unclaimed for three years after having been declared may be forfeited by resolution of directors for the benefit of the Company. |
97. | No distribution shall bear interest as against the Company and no distribution shall be authorised or made on Treasury shares. |
98. | Subject to the Articles, the directors may determine in their sole discretion to issue bonus shares from time to time. A division of the issued and outstanding shares of a class or series of shares into a larger number of shares of the same class or series having a proportionately smaller par value does not constitute the issue of a bonus share. |
99. | If several persons are registered as joint holders of any shares, any one of such persons may give receipt for any distribution made in respect of such shares. |
Notice may be served on the Company by posting it by prepaid service addressed to the Company at its Registered Office or to its Registered Agent. |
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PENSION AND SUPERANNUATION FUNDS
The Company may by resolution of directors or by resolution of members alter or modify these Regulations as originally drafted or as amended from time to time. |
CONTINUATION UNDER FOREIGN LAW
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We, McNamara Corporate Services Limited, 2nd floor, 116 Main Street, Road Town, Tortola, British Virgin Islands for the purpose of disapplying part IV of schedule 2 of BVI Business Companies Act, hereby signed as Registered Agent of the Company this 5th day of December, 2007.
Authorised Signatory
For and on behalf of
McNamara Corporate Services Limited
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