Exhibit 3.1
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM OF ASSOCIATION
OF
APEX WEALTH ENTERPRISES LIMITED
Incorporated the 8th day of April, 2002
INCORPORATED IN THE BRITISH VIRGIN ISLANDS
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM OF ASSOCIATION
OF
APEX WEALTH ENTERPRISES LIMITED
NAME
1. The name of the Company is APEX WEALTH ENTERPRISES LIMITED.
REGISTERED OFFICE
2. The registered office of the Company will be located at the offices of
Offshore Incorporations Limited, P.O. Box 957. Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands.
REGISTERED AGENT
3. The registered agent of the Company will be Offshore Incorporations
Limited of P.O. Box 957. Offshore Incorporations Centre, Road Town, Tortola.
British Virgin Islands.
GENERAL OBJECTS AND POWERS
4. The Objects for which the Company is established are 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 including but not limited to:
(1) To purchase or otherwise acquire and undertake the whole or any part of
the business, goodwill, assets and liabilities of any person, firm or company;
to acquire an interest in, amalgamate with or enter into partnership, joint
venture or profit-sharing arrangements with any person, firm or company; to
promote, sponsor, establish, constitute, form, participate in. organise, manage,
supervise and control any corporation, company, syndicate, fund, trust; business
or institution.
(2) To import, export, buy. sell (wholesale and retail), exchange, barter,
let on hire, distribute and otherwise deal in and turn to account goods,
materials, commodities, produce and merchandise generally in their prepared,
manufactured, semi-manufactured arid raw state.
(3) To purchase or otherwise acquire and hold. In any manner and upon any
terms, and to underwrite, invest and deal in shares, stocks, debentures,
debenture stock, annuities and foreign exchange, foreign currency deposits and
commodities and enter into any interest rate exchange contracts, currency
exchange contracts, forward contracts, futures contracts, options and other
derivatives or financial instruments or products, whether or not entered into or
acquired for the purpose of hedging against or minimising any loss concerning
the assets and business of the Company, and from time to time to vary any of the
same, and to exercise and enforce all rights and powers incidental to the
Company's interest therein, and to carry on business as an investment trust,
except a fund required to register under the Mutual Funds Act 1996 (as amended),
and to invest or deal with the monies of the Company not immediately required
for its operations in such manner as the Company may think fit.
(4) To enter into. carry on and participate in financial transactions and
operations of all kinds.
(5) To manufacture, construct, assemble, design, repair, refine, develop,
alter, convert, refit, prepare, treat, render marketable, process and otherwise
produce materials, fuels, chemicals, substances and industrial, commercial and
consumer products of all kinds.
(6) To apply for, register. purchase or otherwise acquire and protect,
prolong. and renew. in any part of the world, any intellectual and industrial
property and technology of whatsoever kind or nature and licences. protections
and concessions therefor, and to use, turn to account, develop, manufacture,
experiment upon, rest, improve and licence the same.
(7) To purchase or otherwise acquire and to hold, own, licence, maintain,
work, exploit, farm, cultivate, use, develop, improve, sell, let. surrender,
exchange, hire, convey or otherwise deal in lands, mines, natural resources, and
mineral, timber and water rights, wheresoever situate, and any interest, estate
and rights in any real, personal or mixed property and any franchises, rights,
licences or privileges, and to collect, manage, invest, reinvest, adjust, and in
any manner to dispose of the income, profits, and interest arising therefrom.
(8) To improve, manage, develop, sell, let. exchange, invest, reinvest,
settle, grant licences, easements, options, servitudes and other rights over, or
otherwise deal with all or any part of the Company's property, undertaking and
assets (present and future) including uncalled capital, and any of the Company's
rights, interests and privileges.
(9) To acquire, sell, own, lease, let out on hire, administer, manage,
control, operate, construct, repair, alter, equip. furnish, fit out. decorate,
improve and otherwise undertake and deal in engineering and construction works,
buildings, projects, offices and structures of all kinds.
(10) To carry on business as consulting engineers in all fields including
without limitation civil, mechanical, chemical, structural, marine, mining,
industrial, aeronautical, electronic and electrical engineering, and to provide
architectural, design and other consultancy services of all kinds.
(11) To purchase or otherwise acquire, take in exchange, charter, hire,
build, construct, own. work, manage, operate and otherwise deal with any ship,
boat, barge or other waterborne vessel, hovercraft, balloon, aircraft,
helicopter or other flying machine, coach, wagon, carriage (however powered) or
other vehicle, or any share or interest therein.
(12) To establish, maintain, and operate sea, air, inland waterway and land
transport enterprises (public and private) and all ancillary services.
(13) To carry on the business of advisers. consultants, researchers,
analysts and brokers of whatsoever kind or nature in all branches of trade,
commerce, industry and finance.
(14) To provide or procure the provision of every and any service or
facility required by any person, firm or company.
(15) To provide agency, corporate, office and business services to any
person, firm or company, and to act as nominee or custodian of any kind and to
act as directors, accountants. secretaries and registrars of companies
incorporated by law or societies or organisations whether incorporated or not
and to act as trustee under deeds of trust and settlement and as executor of
wills and to receive assets into custody on behalf of clients and to manage,
administer and invest such assets in accordance with any deed of trust or
settlement, will or other instruments pursuant to which such assets are held.
(16) To carry on all or any of the businesses of shippers and ship owners,
ship and boat builders, charterers, shipping and forwarding agents, ship
managers, wharfingers, lightermen, stevedores, packers, storers, fishermen and
trawlers.
(17) To carry on all or any of the businesses of hoteliers and
restaurateurs and sponsors, managers and licencees of all kinds of sporting,
competitive, social and leisure activities and of clubs, associations and social
gatherings of all kinds and purposes.
(18) To carry on business as auctioneers, appraisers, valuers, surveyors,
land and estate agents.
(19) To carry on business as farmers. graziers, dealers in and breeders of
livestock, horticulturists and market gardeners.
(20) To carry on all or any of the businesses of printers, publishers,
designers, draughtsmen, journalists, press and literary agents, tourist and
travel agents, advertisers, advertising and marketing agents and contractors,
personal and promotional representatives, artists, sculptors, decorators,
illustrators, photographers, film makers, producers and distributors, publicity
agents and display specialists.
(21) To establish and carry on institutions of education, instruction or
research and to provide for the giving and holding of lectures, scholarships,
awards, exhibitions, classes and meetings for the promotion and advancement of
education or the dissemination of knowledge generally.
(22) To carry on business as jewellers, goldsmiths, silversmiths and
bullion dealers and to import, export, buy, sell and deal in (wholesale and
retail) jewellery, gold, silver and bullion, gold and silver plate. articles of
value, objects of art and such other articles and goods as the company thinks
fit. and to establish factories for culturing, processing and manufacturing
goods for the above business.
(23) To design. invent, develop, modify, adapt. alter, improve and apply
any object, article, device, appliance, utensil or product for any use or
purpose whatsoever.
(24) To develop, acquire, store, licence, apply. assign, exploit all and
any forms of computer and other electronic software, programs and applications
and information, databases and reference material and computer, digital and
other electronic recording, retrieval. processing and storage media of
whatsoever kind and nature.
(25) To engage in the provision or processing of communications and
telecommunications services, information retrieval and delivery, electronic
message, electronic commerce, internet and database services.
(26) To enter into any commercial or other arrangements with any
government, authority, corporation, company or person and to obtain or enter
into any legislation, orders, charters, contracts, decrees, rights, privileges,
licences, franchises, permits and concessions for any purpose and to carry out,
exercise and comply with the same and to make, execute, enter into, commence,
carry on, prosecute and defend all steps, contracts, agreements, negotiations,
legal and other proceedings, compromises, arrangements, and schemes and to do
all other acts, matters and things which shall at any time appear conducive or
expedient for the advantage or protection of the Company.
(27) To take out insurance in respect of any and all insurable risks which
may affect the Company or any other company or person and to effect insurance
(and to pay the premiums therefor) in respect of the life of any person and to
effect re-insurance and counter-insurance, but no business amounting to fire,
life or marine insurance business may be undertaken.
(28) To lend and advance money and grant and provide credit and financial
or other accommodation to any person, firm or company.
(29) To borrow or raise money in such manner as the Company shall think fit
and in particular by the issue (whether at par or at a premium or discount and
for such consideration as the Company may think fit) of bonds, debentures or
debenture stock (payable to bearer or otherwise), mortgages or charges,
perpetual or otherwise, and if the Company thinks fit charged upon all or any of
the Company's property (both present and future) and undertaking including its
uncalled capital and further, if so thought fit. convertible into any stock or
shares of the Company or any other company, and collaterally or further to
secure any obligations of the Company by a trust deed or other assurance.
(30) To guarantee or otherwise support or secure, either with or without
the Company receiving any consideration or advantage and whether by personal
covenant or by mortgaging or charging all or part of the undertaking, property,
assets and rights (present and future) and uncalled capital of the Company or by
both such methods or by any other means whatsoever, the liabilities and
obligations of and the payment of any moneys whatsoever (including but not
limited to capital, principal, premiums, interest, dividends, costs and expenses
on any stocks, shares or securities) by any person, firm or company whatsoever
including but not limited to any company which is for the time being the holding
company or a subsidiary of the Company or of the Company's holding company or is
otherwise associated with the Company in its business, and to act as agents for
the collection, receipt or payment of money, and to enter into any contract of
indemnity or suretyship (but not in respect of fire, life and marine insurance
business).
(31) To draw, make, accept, endorse, negotiate, discount, execute, issue,
purchase or otherwise acquire, exchange, surrender, convert, make advances upon,
hold, charge, sell and otherwise deal in bills of exchange, cheques, promissory
notes, and other negotiable instruments and bills of lading, warrants, and other
instruments relating to goods.
(32) To give any remuneration or other compensation or reward (in cash or
securities or in any other manner the Directors may think fit) to any person for
services rendered or to be rendered in the conduct or course of the Company's
business or in placing or procuring subscriptions of or otherwise assisting in
the issue of any securities of the Company or any other company formed or
promoted by the Company or in which the Company may be interested in or about
the formation or promotion of the Company or any other company as aforesaid.
(33) To grant or procure pensions, allowances. gratuities and other
payments and benefits of whatsoever nature to or for any person and to make
payments towards insurances or other arrangements likely to benefit any person
or advance the interests of the Company or of its Members, and to subscribe,
guarantee or pay money for any purpose likely, directly or indirectly, to
further the interests of the Company or of its Members or for any national,
charitable, benevolent. educational, social public, general or useful object.
(34) To pay all expenses preliminary or incidental to the formation and
promotion of the Company or any other company and the conduct of the business of
the Company or any other company.
(35) To procure the Company to be registered or recognised in any
territory.
(36) To cease carrying on and wind up any business or activity of the
Company, and to cancel any registration of and to wind up and procure the
dissolution of the Company in any territory.
(37) To distribute any part of the undertaking, property and assets of the
Company among its creditors and Members in specie or in kind but so that no
distribution amounting to a reduction of capital may be made without the
sanction (if any) for the time being required by law.
(38) To appoint agents, experts and attorneys to do any and all of the
above matters and things on behalf of the Company or any thing or matter for
which the Company acts as agent or is in any other way whatsoever interested or
concerned in any part of the world.
(39) To do all and any of the above matters or things in any part of the
world and either as principal, agent, contractor, trustee, or otherwise and by
or through trustees, agents or otherwise and either alone or in conjunction with
others, and generally upon such terms and in such manner and for such
consideration and security (if any) as the Company shall think fit including the
issue and allotment of securities of the Company in payment or part payment for
any property acquired by the Company or any services rendered to the Company or
as security for any obligation or amount (even if less than the nominal amount
of such securities) or for any other purpose.
(40) To carry on any other business or activity and do any act or thing
which in the opinion of the Company is or may be capable of being conveniently
carried on or done in connection with any of the above, or likely directly or
indirectly to enhance the value of or render more profitable all or any part of
the Company's property or assets or otherwise to advance the interests of the
Company or its Members.
(41) To 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, conducive or incidental
to the conduct, promotion or attainment of the above objects of the Company or
any of them.
And it is hereby declared that the intention is that each of the objects
specified in each paragraph of this clause shall, except where otherwise
expressed in such paragraph, be an independent main object and be in nowise
limited or restricted by reference to or inference from the terms of any other
paragraph or the name of the Company.
5. EXCLUSIONS
(i) 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
5(ii)(e) of subclause 5(ii);
(c) carry on banking or trust business, unless it is licenced to do so
under the Banks and Trust Companies Act, 1990;
(d) carry on business as an insurance or re-insurance company,
insurance agent or insurance broker, unless it is licenced
under an enactment authorising it to carry on that business;
(e) carry on business of company management, unless it is licenced
under the Company Management Act, 1990; or
(f) carry on the business of providing the registered office or the
registered agent for companies incorporated in the
British Virgin Islands.
(ii)For purposes of paragraph 5(i)(a) of subclause 5(i), the Company
shall not be treated as carrying 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,
banisters, 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 of 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 under the 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.
LIMITATION OF LIABILITY
6. The liability of members of the Company is Limited.
CURRENCY
7. Shares in the Company shall be issued in the currency of the United
Stares of America.
AUTHORISED CAPITAL
8. The authorised capital of the Company is US$50,000.
CLASSES, NUMBER AND PAR VALUE OF
SHARE
9. The authorised capital is made up of one class and one series of shares
divided into 50,000,000 shares of US$1.00 par value.
DESIGNATIONS, POWERS, PREFERENCES,
ETC. OF SHARES
10. 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
11. If at any time the authorised capital is divided into different classes or
series of shares, the rights attached to any class or series (unless
otherwise provided by the terms of issue of the shares of that class or
series) may, whether or not the Company is being wound 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.
RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
12. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly
provided by the terms of issue of the shares of that class, be deemed to
be varied by the creation or issue of further shares ranking pari passu
therewith.
REGISTERED SHARES AND DEARER SHARES
13. Shares may be issued as registered shares or to bearer as may be determined
by a resolution of directors.
EXCHANGE OF REGISTERED SHARES AND BEARER SHARES
14. Registered shares may be exchanged for bearer shares and bearer shares may
be exchanged for registered shares.
TRANSFER OF REGISTERED SHARES
15. Subject to the provisions of Regulation 48 of the Articles of
Association annexed hereto ("the Articles of Association"),
registered shares in the Company may be transferred subject to the prior
or subsequent approval of the Company as evidenced by a
resolution of directors or by a resolution of members.
SERVICE OF NOTICE ON HOLDERS
OF BEARER SHARES
16. Where shares issued to bearer, the bearer, identified for this purpose
by the number of the share certificate, shall be requested to provide the
Company with the name and address of an agent for service of any notice,
information or written statement required to be given to members, and service
upon such agent shall constitute service upon the bearer of such shares until
such time as a new name and address for service is provided to the Company. In
the absence of such name and address being provided it shall be sufficient for
the purposes of service for the Company to publish the notice, information or
written statement or a summary thereof in one or more newspapers published or
circulated in the British Virgin Islands and in such other place, if any, as the
Company shall from time to time by a resolution of directors or a resolution of
members determine. The directors of the Company must give sufficient notice of
meetings to members holding shares issued to bearer to allow a reasonable
opportunity for them to secure or exercise the right or privilege, that is the
subject of the notice other than the right or privilege to vote, as to which the
period of notice shall be governed by the Articles of Association. What amounts
to sufficient notice is a matter of fact to be determined after having regard to
all the circumstances.
AMENDMENT OF MEMORANDUM AND
ARTICLES OF ASSOCIATION
17. The Company may amend its Memorandum of Association and Articles of
Association by a resolution of members or by a resolution of directors.
DEFINITIONS
18. The meanings of words in this Memorandum of Association are as defined in
the Articles of Association.
We, OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore
Incorporations Centre, 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 1st day of January, 2002.
SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED
/s/ E.T. POWELL
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(Sd.) E.T. POWELL
Authorised signatory
/s/ Fandy Tsoi
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in the presence of: WITNESS (Sd.) Fandy Tsoi
9th floor, Ruttonjee House
11 Duddell Street, Central
Hong Kong
Occupation: Operations Manager