Exhibit 99.7
BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP.291)
Memorandum of Association
and
Articles of Association
of
FALCON LINK INVESTMENT LIMITED
Incorporated the 21st day of July 2005
East Asia Corporate Services (BVI) Limited
East Asia Chambers, P.O. Box 901
Road Town, Tortola, British Virgin Islands
Telephone: (1 284 49) 55588
Fax: (1 284 49) 55088
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM OF ASSOCIATION
OF
FALCON LINK INVESTMENT LIMITED
NAME
1. The name of the Company is FALCON LINK INVESTMENT LIMITED
REGISTERED OFFICE
2. The Registered Office of the Company will be East Asia Chambers, P.O.
Box 901, Road Town, Tortola, British Virgin Islands.
REGISTERED AGENT
3. The Registered Agent of the Company will be East Asia Corporate
Services (BVI) Limited of East Asia Chambers, P.O. Box 901, Road Town,
Tortola, British Virgin Islands
GENERAL OBJECTS AND POWERS
4. (1) The object of the Company is to engage in any act or activity
that is not prohibited under any law for the time being in
force in British Virgin Islands;
(2) The Company may not:
(a) carry on business with persons resident in the
British Virgin Islands;
(b) own an interest in real property situate in the
British Virgin Islands, other than a lease referred
to in paragraph (e) of subclause (3);
(c) carry on banking or trust business, unless it is
licensed to do so under the Banks and Trust Companies
Act, 1990;
(d) carry on business as an insurance or reinsurance
company, insurance agent or insurance broker, unless
it is licensed under an enactment authorizing it to
carry on that business;
(e) carry on business of company management, unless it is
licensed under the Company Management Act, 1990; or
(f) carry on the business of providing the registered
office or registered agent for companies incorporated
in the British Virgin Islands.
(3) For the purpose of paragraph 4.2 (a), the Company should not
be treated as carry on business with persons resident in the
British Virgin Islands if
(a) it makes or maintains deposits with a person carrying
on banking business within the British Virgin
Islands;
(b) it makes or maintains professional contact with
solicitors, barristers, accountants, bookkeepers,
trust companies, administration companies, investment
advisers or other similar persons carrying on
business within the British Virgin Islands;
(c) it prepares or maintains books and records within the
British Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings
or its directors or members;
(e) it holds a lease of property for use as an office
from which to communicate with members or where books
and records of the Company are prepared or
maintained;
(f) it holds shares, debt obligations or other securities
in a company incorporated under the International
Business Companies Act; or
(g) shares, debt obligations or other securities in the
Company are owned by any person resident in the
British Virgin Islands or by any company
incorporated under the International Business
Companies Act or under the Companies Act.
(4) The Company shall have all such powers as are permitted by law
for the time being in force in the British Virgin Islands,
irrespective of corporate benefit, to perform all acts and
engage in all activities necessary or conducive to the
conduct, promotion or attainment of the object of the Company.
CURRENCY
5. Shares in the Company shall be issued in the currency of the United
States of America.
AUTHORIZED CAPITAL
6. The authorized capital of the Company is US$50,000.00
CLASSES, NUMBER AND PAR VALUE OF SHARES
7. The authorized capital is made up of one class and one series of shares
divided into 50,000 shares of US$1.00 par value.
DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
8. All shares shall
(a) have one vote each;
(b) be subject to redemption, purchase or acquisition by the
Company for fair value; and
(c) have the same rights with regard to dividends and
distributions upon liquidation of the Company.
VARIATION OF CLASS RIGHTS
9. If at any time the authorized capital is divided into different classes
or series of shares, the right attached to any class or series (unless
otherwise provided by terms of issue of the shares of that class or
series), may, whether or not the Company is being around up, be varied
with the consent in writing of the holders of not less than
three-fourths of the issued shares of that class or series and of the
holders of not less than three-fourths of the issued shares of any
other class or series of shares which may be affected by such
variation.
RIGHT NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
10. The rights conferred upon of the holders of shares of any class issued
with preferred or other rights should not, unless otherwise expressly
provided by the terms of issue of the shares of that class, by deemed
to be varied by the creation or issue of further shares ranking pari
passu therewith.
REGISTERED SHARES
11. The Company is authorized to issue registered shares only. The Company
should not exchange registered shares for shares issued to bearer.
TRANSFER OF REGISTERED SHARES
12. Subject to the provisions of Regulation 38 of the Articles of
Association annexed here to (the "Articles of Association") registered
shares in the Company maybe transferred subject to the prior or
subsequent approval of the Company as evidenced by a resolution of
directors or by a resolution of members.
AMENDMENT OF MEMORANDUM AND ARTICLES OF
ASSOCIATION
13. The Company may amend its Memorandum of Association and Articles of
Association by a resolution of members or by a resolution of directors.
DEFINITIONS
14. The meaning of words in this Memorandum of Association are as defined
in the Articles of Association.
We, East Asia Corporate Services (BVI) Limited of East Asia Chambers, P.O. Box
901, Road Town, Tortola, British Virgin Islands for the purpose of incorporating
an International Business Company under the laws of the British Virgin Islands
hereby subscribe our name to this Memorandum of Association the 21st day of July
2005 in the presence of:
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Witness Subscriber
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Adrian J. Hogg Patrick A. Nicholas
East Asia Chambers Authorized Signatory
P.O. Box 901 East asia Corporate Service (BVI) Limited
Road Town, Tortola
British Virgin Islands
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