BVI-31-E
Exhibit 3.1
I.B.C.No. 505825
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
MEDIA CENTURY INTERNATIONAL LIMITED
Incorporated the 18th day of July, 2002
INCORPORATED IN THE BRITISH VIRGIN ISLANDS
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM OF ASSOCIATION
OF
MEDIA CENTURY INTERNATIONAL LIMITED
NAME
1. The name of the Company is MEDIA CENTURY INTERNATIONAL 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.
(I8)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)itholds 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$50,000.00.
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 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 July, 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