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EXHIBIT 3.1
THE COMPANIES ORDINANCE (CHAPTER 32)
Private Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
ZINDART LIMITED
[GRAPHIC]
FIRST The name of the Company is "ZINDART LIMITED [GRAPHIC]".
SECOND The Registered Office of the Company will be situate in the
Colony of Hong Kong.
THIRD The objects for which the Company is established are:-
(1) To manufacture, assemble, process, produce, make,
import, export, sell, purchase, repair, maintain or
otherwise deal in equipment, machinery, tools,
products of any kind and materials of any nature
whatsoever to act as die casters, mechanical
electrical and electronic engineers, builders,
developers and generally to carry on any other
industrial or commercial enterprise and to provide
services of any description.
(2) To purchase, take on lease or in exchange, hire or
otherwise acquire any land and hereditaments of any
tenure or description, and messuages and tenements
and any estate or interest in any land or
hereditaments, messuages, or tenements and any
rights, easements or privileges to any land or
hereditaments, messuages or tenements belonging to or
appertaining therewith at any time used, held or
enjoyed for such consideration whether wholly or
partly of a pecuniary nature as the Company shall
think fit.
(3) To carry on the business of a house and estate agent
and a broker of land and hereditaments, messuages,
and tenements and any estate or interest therein
respectively in all or any or either of their
respective branches, and especially to negotiate and
arrange loans on land and hereditaments, messuages
and tenements and any estate or interest therein
respectively.
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(4) To carry on the business of construction and building
contractors, interior and exterior decorators, and
auctioneers of land and hereditaments, messuages and
tenements and any estate or interest therein
respectively, to manage estates and properties, to
receive and collect rents, and to act as attorneys or
factors and transact all kinds of agency and
commission business so far as regards lands and
hereditaments, messuages and tenements and any estate
or interest therein respectively for any person or
persons, company or corporation for such commission
or consideration and upon such terms and conditions
as the Company shall think fit.
(5) To develop and/or re-develop and turn to account any
land or other property purchased, leased, exchanged,
hired or otherwise acquired by the Company or in
which the Company is interested, and develop and turn
to account the resources of any property whether
belonging to the Company or not, and in particular by
laying out and preparing the same for building
purposes, constructing, altering, pulling down,
decorating, maintaining, furnishing, fitting up and
improving buildings, and by planting, paving,
draining, farming, cultivating, letting on building
lease or building agreement, and by advancing money
to and entering into contracts and arrangements of
all kinds with builders, tenants and others, and
generally to deal with and improve the property of
the Company or to which the Company is interested.
(6) To advance money by way of loan on any land or
hereditaments of any tenure, whether the same shall
be wholly or partly built on or not, or on any
messuages or tenements, or any estate or interest in
any land or hereditaments, messuages or tenements
to such amount, at such rate of interest and upon
such terms and conditions as the Company shall think
fit, and in particular to lend money to any person or
persons, company or corporation undertaking to build
on, or to develop or improve any property upon which
this Company shall advance or agree to advance money
or in which it is interested.
(7) To manage, demise and let, or agree to demise and
let, to accept surrenders of, divide or make
partition of, to exchange, mortgage, sell and
absolutely dispose of, to surrender to any
governments or authorities (supreme, municipal, local
or otherwise), or to any other person or persons, or
to grant rights of way over or otherwise howsoever to
deal with all or any or either of any parts or part
of the Company's lands, hereditaments, messuages and
tenements or any estate or interest therein
respectively.
(8) To obtain vacant possession of any land, buildings,
messuages, tenements and other erections belonging to
the Company or in which the Company is interested
either as owners, lessees, sub-lessees, contractors
or otherwise whatsoever by proceedings in or
applications to any court of law, tribunal or other
appropriate authority, having authority in that
behalf or in any lawful manner, for the purpose of
development or re-development by the erection of
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new buildings, tenements, messuages, houses and other
erections of every description, and to pay
compensation and other monies to the lessees,
tenants, sub-tenants and other occupiers thereof as
may be ordered by the court, tribunal or appropriate
authority or which may be otherwise payable.
(9) To lay out and prepare for building purposes any land
belonging to this Company or in which it is
interested, and to improve and develop any such land
by reclaiming, draining, planting, cleaning and
otherwise dealing with the same, and to construct or
procure the construction thereon or on some part
thereof of all kinds of buildings, and in particular
of offices, shops, hotels, garages, restaurants,
cafes, dwelling houses, factories, workshops,
warehouses and godowns, and to alter, pull down,
rebuild, repair, maintain, decorate and furnish any
buildings or erections situate on any such land.
(10) Generally to purchase, take on lease or in exchange,
hire or otherwise acquire in the said Colony or
elsewhere any real or personal property and any
rights or interests therein which the Company may
think necessary or convenient for effectuating any of
its objects, and in particular any lands,
plantations, houses, factories, warehouses, plant,
machinery, patents, concessions, trade marks, trade
names, copyrights, licences, stocks, material or
property of any description, and to work, use,
maintain, improve, manage, develop, lease, surrender,
mortgage, charge, sell, dispose of, turn to account
or otherwise deal with the same or any other property
of the Company, including, in respect of any patent
or patent rights belong to the Company, the grant of
licences or authorities to any person, corporation or
company to work the same.
(11) To carry on all or any of the businesses usually
carried on by land investment companies, land
development companies, land mortgage companies and
real estate companies in the Colony of Hong Kong or
any part of the world.
(12) To act as agents for the investment, loan, payment,
transmission and collection of moneys, and for the
purchase, sale, improvement, development and
management of properties or any estate or rights
therein, including business concerns and
undertakings, and generally to transact and undertake
all kinds of agency business, either gratuitously or
otherwise, and whether in respect of commercial or
financial matters, and to guarantee and become liable
for the payment of money or for the performance of
any obligations.
(13) To act as agents, brokers or trustees for any person,
firm or company, and to undertake and perform
sub-contracts, and also to act in any of the
businesses of the Company through or by means of
agents, brokers, sub-contractors or others.
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(14) To carry on the business of any investment company
and for that purpose to acquire and hold, trade or
deal in, either in the name of the Company or in that
of any nominee, share, stocks, debentures, debenture
stock, bonds, obligations and securities issued or
guaranteed by any company constituted in Hong Kong or
elsewhere and carrying on any business which the
Company is authorised to carry on, or any business
the carrying on of which may be in any way calculated
directly or indirectly to advance the interests of
the Company or to enhance the value of or render
profitable any of the Company's investments, property
or rights and any debentures, debenture stock, bonds,
obligations or securities issued or guaranteed by any
government, sovereign ruler, commissioners, public
body or authority, supreme, municipal, local or
otherwise, whether in the said Colony or elsewhere.
(15) To subscribe for, conditionally or unconditionally,
to underwrite, issue on commission or otherwise, and
convert any such stocks, shares or securities as
mentioned in the last preceding paragraph.
(16) To issue debentures, debenture stock, bonds,
obligations and securities of all kinds, and to
frame, constitute and secure the same as may seem
expedient with full power to make the same
transferable by delivery or by instrument of transfer
or otherwise, and either perpetual or terminable, and
either redeemable or otherwise, and to charge or
secure the same by trust deed or otherwise on the
undertaking of the Company, or upon any specific
property and rights, present and future, of the
Company (including, if thought fit, its uncalled
capital) or otherwise howsoever.
(17) To purchase or otherwise acquire, issue, re-issue,
sell, place and deal in shares, stocks, debentures,
debenture stock and other securities, and to give any
guarantee or security for the payment of dividends or
interest thereon or otherwise in relation thereto.
(18) To acquire any such shares, stocks, debentures,
debenture stock, bonds, notes, obligations or
securities by original subscription, contract,
tender, purchase, exchange, underwriting,
participation in syndicates or otherwise, and whether
or not fully paid up, and to subscribe for the same
subject to such terms and conditions (if any) as may
be thought fit.
(19) To exercise and enforce all rights and powers
conferred by or incident to the ownership of any such
shares, stocks, obligations or other securities
including, without prejudice to the generality of the
foregoing, all such powers of veto or control as may
be conferred by virtue of the holding by the Company
of some special proportion of the issued or nominal
amount thereof, and to provide managerial and other
executive, supervisory and consultant services for or
in relation to any company in which the Company is
interested upon such terms as may be thought fit.
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(20) To carry on the business of hotel, apartment rental,
guest house, restaurant, cafe, tavern, beer-house,
refreshment-room, and lodging-house keepers, licensed
victuallers, wine, beer and spirit merchants brewers,
maltsters, distillers, importers and manufacturers
of aerated, mineral and artificial waters and other
drinks, purveyors, caterers for public amusements
generally, proprietors of motor and other vehicles,
garage proprietors, livery-stable keepers,
jobmasters, farmers, dairymen, ice merchants,
importers and brokers of food, live and dead stock,
and colonial and foreign produce of all descriptions,
hair-dressers, perfumers, chemists, proprietors of
clubs, baths, lodging and apartment houses, dressing
rooms, laundries, reading, writing and newspaper
rooms, libraries, grounds, and place of amusement,
recreation, sport, entertainment, and instruction of
all kinds, tobacco and cigar merchants, agents for
railway, shipping and airplane companies and
carriers, theatrical and opera box office
proprietors, entrepreneurs and general agents, and
any other business which can be conveniently carried
on in connection therewith.
(21) To undertake and execute any trusts as the Company
may think fit, and also to undertake the office of
executor, administrator, treasurer or registrar, and
to keep for any company, government authority or body
any register relating to any stocks, funds, shares or
securities or to undertake any duties in relation to
the registration of transfers, the issue of
certificates or otherwise.
(22) To carry on business as capitalists, financiers,
concessionaries and merchants, and to undertake and
carry on and execute all kinds of financial,
commercial, trading and other operations, and to
advance, deposit, or lend money, securities and
property to or with such persons or companies and on
such terms as may deem expedient, and either with or
without security, and in particular to customers and
others having dealings with the Company, and to
guarantee the performance of contracts by any such
persons or companies.
(23) To take or otherwise acquire and hold shares in any
other company having objects altogether or in part
similar to those of this Company or any business
capable of being conducted so as directly or
indirectly to benefit this Company.
(24) To carry on all or any of the businesses of
importers, exporters, commission agents, general
merchants, traders, contractors, brokers, factors,
distributors, commercial, financial and general
agents, and generally to import, export, buy, sell
(either for cash or on credit), barter, exchange,
pledge, manipulate, prepare for market, make advances
upon or otherwise deal in goods, produce, commodities
and merchandise of all descriptions, both wholesale
and retail, and to transact every kind of agency
business, and to undertake the business of
manufacturers' representatives.
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(25) To carry on in such manner and in such place or
places, either in the said Colony or elsewhere as the
Company may think requisite or proper, any other
business whatsoever which may seem to the Company
capable of being conveniently carried on in
connection with the business of the Company or
calculated directly or indirectly to enhance the
value of or render profitable any of the Company's
property or rights.
(26) To establish and support or aid in the establishment
and support of associations, institutions, funds,
trusts and conveniences calculated to benefit
employees or ex-employees of the Company or its
predecessors in business, or the dependants or
connections of such persons, and to grant pensions
and allowances, and to make payments toward
insurance, and to subscribe or guarantee money for
charitable or benevolent objects, for any exhibition
or for any public, general or useful objects.
(27) To undertake or enter into any contract or
arrangement in connection with the undertaking or
property of any company in which the Company is
interested.
(28) To purchase or otherwise acquire, or undertake or
otherwise to participate in, deal in and turn to
account the whole or any part of the business, assets
and liabilities, including shares, stocks, bonds,
debentures, mortgages or other obligations, or any or
either of them, of any other company, corporation or
person carrying on any business in the said Colony or
elsewhere which this Company is authorised to carry
on or possessed of any property or right suitable for
the purposes of this Company, and to acquire the
business of any company or corporation, if deemed
expedient, by amalgamation with such company or
corporation instead of by purchase in the ordinary
way.
(29) To pay for any business or undertaking, or any
property, rights, stocks, shares, bonds, debentures
or other securities acquired by the Company, either
in cash or shares, with or without preferred or
deferred rights in respect of dividends or repayment
of capital or otherwise, or by any securities which
the Company has power to issue, or partly in one mode
and partly in another, and generally on such terms as
the Company shall determine.
(30) To sell or otherwise dispose of the business and
undertaking of the Company or any part thereof,
including any shares, stocks, bonds, debentures,
mortgages or other obligations or securities, or any
or either of them, patents, trade marks, trade names,
copyrights, licences or authorities, or any estate,
rights, property, privileges or assets of any kind
for such consideration as the Company may think fit
to accept, and in particular for shares, debentures
or securities of any other company having objects
altogether or in part similar to those of this
Company.
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(31) TO accept payment for the business and undertaking of
the Company or any part thereof or for any property
or rights sold or otherwise disposed of or dealt with
by the Company or corporation, with or without
deferred or preferred rights in respect of dividends
or repayment of capital or otherwise, or by means of
a mortgage, or by debentures, debenture stock or
mortgage debenture or bonds of any company, or partly
in one mode and partly in another, and generally on
such terms as the Company may determine.
(32) To engage in the said Colony or elsewhere in any
business or transaction within the limits of the
Company's objects either alone or in conjunction with
any other person, corporation, company or firm, and
to hold shares, stocks or bonds in any such company
or corporation.
(33) To invest and deal with the moneys of the Company not
immediately required upon such securities and in such
manner as may from time to time be determined.
(34) To lend and advance money or give credit to such
persons or companies and on such terms as may seem
expedient, and in particular to customers and others
having dealings with the Company, and to guarantee
the performance of contracts by any such persons or
companies, and/or to advance and lend money on the
security of land, buildings, hereditaments and
premises of any tenure or description, shares,
securities, merchandise and other property upon such
terms as may be arranged, and in particular so that
any loan including interest thereon may be made
repayable by monthly or quarterly instalments or
otherwise.
(35) To borrow or raise or secure the payment of money in
such manner as the Company shall think fit, and in
particular by the issue of debentures or debenture
stock (perpetual or otherwise), and to secure the
repayment of any money borrowed, raised or owing by
mortgage, charge or lien upon all or any of the
property or assets of the Company (both present and
future), including its uncalled capital, and also by
a similar mortgage, charge or lien to secure and
guarantee the performance by the Company or any other
person or company of any obligation or liability
undertaken by the Company or any other person or
company as the case may be, and to purchase, redeem
or pay off any such securities.
(36) To carry on business and maintain branches abroad in
any part of the world for all or any of the purposes
aforesaid or to establish agencies whereof and to
regulate or discontinue the same.
(37) To draw, make, accept, endorse, discount, execute and
issue promissory notes, bills of exchange, bills of
lading, godown receipts, warehouse receipts,
wharfinger's receipts, warrants, debentures, bonds
and other negotiable or transferable instruments.
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(38) To enter into partnership or into any arrangement for
sharing of profits, union of interests, co-operation,
joint adventure, reciprocal concession or otherwise
with any person or company carrying on or engaged in,
or about to carry on or engage in, any business or
transaction capable of being conducted so as directly
or indirectly to benefit this Company. And to lend
money to, guarantee the contracts of or otherwise
assist, any such person or company, and to take or
otherwise acquire shares and securities of any such
company, and to sell, hold, re-issue, with or without
guarantee, or otherwise deal with the same.
(39) To enter into any arrangements with any governments
or authorities (supreme, municipal, local or
otherwise), or any corporations, companies or persons
that may seem conducive to the attainment of the
Company's objects or any of them, and to obtain from
any such government, authority, corporation, company
or person, any charters, contracts, decrees, rights,
privileges and concessions, and to carry out,
exercise and comply with any such charters,
contracts, decrees, arrangements, rights, privileges
and concessions.
(40) To remunerate any person or company rendering
services to the Company, either by cash payment or by
the allotment to him or them of shares or securities
of the Company credited as paid up in full or in part
or otherwise as may be thought expedient.
(41) To promote, form, subsidize and establish any company
or companies, corporation or corporations, for the
purpose of acquiring all or any of the property,
rights and liabilities of the Company, or for any
purpose which may seem calculated directly or
indirectly to benefit this Company or to enhance the
value of any property or business of the Company, and
to place or guarantee the placing of, underwrite,
subscribe for or otherwise acquire, all or any part
of the shares or securities of any company as
aforesaid.
(42) To obtain all powers and authorities for enabling the
Company to carry any of its objects into effect, or
for dissolving the Company and re-incorporating its
members as a new company for any of the objects
specified in this Memorandum, or for effecting any
modification of the Company's constitution, or for
any other purposes which may seem expedient, and to
oppose any proceedings and applications which may
seem calculated directly or indirectly to prejudice
the Company's interests.
(43) To insure with any company or person against losses,
damages, risks and liabilities of all kinds which may
effect the Company.
(44) To procure the Company to be registered or recognised
in any foreign country or place.
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(45) To distribute any of the property of the Company
amongst its members in specie or otherwise as may be
resolved, but so that no distribution amounting to
a reduction of capital be made except with the
sanction (if any) for the time being required by law.
(46) To do all or any of the above things in any part of
the world and either as principals, agents,
contractors, trustees or otherwise, and by or through
agents, trustees, or otherwise, and either alone or
in conjunction with other or others.
(47) To do all such other things as are incidental or
conducive to the attainment of the above objects or
any of them.
AND it is hereby declared that the word "company" in this
clause, except where used in reference to this Company, shall
be deemed to include any partnership or other body of persons,
whether incorporated or not incorporated, and whether
domiciled in the Colony of Hong Kong or elsewhere, and the
intention is that the objects specified in each paragraph of
this clause shall, except where otherwise expressed in such
paragraph, be in nowise limited or restricted by reference to
or inference from the terms of any other paragraphs or the
name of the Company, and that in the event of any ambiguity
this clause shall be construed in such a way as to widen, and
not to restrict, the powers of the Company.
FOURTH The liability of the members is limited.
FIFTH The share capital of the Company is Two Million and Five
Hundred Thousand Dollars Hong Kong Currency (HK$2,500,000.OO)
divided into Five Million (5,000,000) shares of Fifty Cents
(HK$0.50) each. Upon any increase of capital the Company is to
be at liberty to issue any new shares either in Hong Kong
Dollars or in any other currency, or partly in one currency
and partly in another, and with any preferential, deferred,
qualified or special rights, privileges or conditions attached
thereto. The rights for the time being attached to any shares
having preferential, deferred, qualified or special rights,
privileges or conditions attached thereto, may be altered or
dealt with in accordance with the accompanying Articles of
Association, but not otherwise.
Dividends may be paid in cash or by the distribution in
specific assets or otherwise as provided by the Articles of
Association and/or Regulations of the Company for the time
being or otherwise.
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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 Company set opposite
to our respective names:-
Number of
Shares taken
Names, Addresses and Descriptions of Subscribers by each
Subscriber
PHILIP (NOMINIEES) LIMITED by
its Director :
(Sd.) CHAN CHUN YUEN
(Chan Chun Yuen One
Grand Building, 14th Floor,
Nos. 15-18 Connaught Road Central,
Hong Kong.
Corporation.
VINCENT (NOMINEES) LIMITED by
its Directors :-
(Sd.) CHIU CHI CHEUNG
(Chiu Chi Cheung One
Grand Building, 14th Floor,
Nos. 15- 18 Connaught Road Central,
Hong Kong.
Corporation.
Total Number of Shares Taken........ Two
Dated the 4th day of July, 1977
WITNESS to the above signatures:
(Sd.) John Michael Seto
J. M. SETO
Solicitor
Hong Kong
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