EXHIBIT 3.1
MEMORANDUM OF ASSOCIATION, AS AMENDED
BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(C.A.P. 291)
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MEMORANDUM OF ASSOCIATION
OF
TITANIUM GROUP LIMITED
[name in Chinese]
(the "Company")
1. The Name of the Company is Titanium Group Limited
2. The Registered Office of the Company is Akara Bldg., 24 De Castro
Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands or
such other place within the British Virgin Islands as the directors may
from time to time determine.
3. The Registered Agent of the Company is Mossack Fonseca & Co. (B.V.I.)
Ltd., P.O. Box 3136, Road Town, Tortola, British Virgin Islands or such
other person or company being a person or company entitled to act as a
Registered Agent as the directors may from time to time determine.
4. The objects for which the Company is established are:
(a) To carry on the business of an investment company and for that
purpose to acquire and hold either in the name of the Company
or in that of any nominee share stocks, debentures, debenture
stocks, bonds, notes, obligations or securities.
(b) To acquire any such share stocks, debentures, debenture
stocks, bonds, notes, obligations or securities by original
subscription, contract, tender, purchase, exchange
underwriting or otherwise and to subscribe for the same
subject to such terms and conditions (if any) as may be
thought fit.
(c) To exercise and enforce all rights and powers conferred by or
incident to the ownership of any such share stock 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 consultancy services for or in relation to any
company in which the Company is interested upon such terms as
may be thought fit.
(d) To buy, own, hold, subdivide, lease, sell, rent, prepare
building sites, construct, reconstruct, alter, improve,
decorate, furnish, operate, maintain, reclaim or otherwise
deal with and/or develop land and buildings and otherwise deal
in real estate in all its branches, to make advances upon the
security of land or houses or other property or any interest
therein, and whether erected or in course of erection and
whether on first mortgage or charge or subject to a prior
mortgage or mortgages or charge or charges, and to develop
land and buildings as may seem expedient but without prejudice
to the generality of the foregoing.
(e) To carry on the business of traders and merchants of any kind,
nature or description, and the sale or rendering of related
products and services, and the employment of the necessary
personnel therefor.
(f) Without prejudice to the generality of the foregoing
paragraphs: to carry on the business of franchising to
purchase, sell, exchange, lease, manage, hold, trade, invest
in all kinds of movable or immovable property, merchandise,
commodities, effects, products, services of any kind, nature
or description, to carry on any type of commercial or
financial operation to receive and/or pay royalties,
commissions and other income or outgoings of any kind, to
purchase, construct, charter, own, operate, manage, administer
transport vessels of any kind and the appurtenances and
related services and agencies, to sell or render related
services and employ the necessary personnel therefor.
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(g) To buy, sell, underwrite, invest in, exchange or otherwise
acquire, and to hold, manage, develop, deal with and turn to
account any bonds, debentures, shares (whether fully paid or
not), stock options, commodities, futures, forward contracts,
notes or securities of governments, states, municipalities,
public authorities or public or private limited or unlimited
companies in any part of the world, precious metals, gems,
works of art and other articles of value, and whether on a
cash or margin basis and including short sales, and to lend
money against the security of any of the aforementioned
property.
(h) To borrow or raise money from, but not restricted to, banks
by the issue of debentures, debenture stock (perpetual or
terminable), bonds, mortgages, or any other securities founded
or based upon all or any of the assets or property of the
Company or without any such security and upon such terms as to
priority or otherwise as the Company shall think fit.
(i) To engage in any other business or businesses whatsoever, or
in any act or activity, which are not prohibited under any law
for the time being in force in the British Virgin Islands.
(j) To do all such other things as are incidental to, or the
Company may think conducive to, the attainment of all or any
of the above objects.
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. The Company has no power to:
(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
subsection (2);
(c) carry on banking or trust business, unless it is licensed
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 authorising it to carry on that business;
(e) carry on the 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
the Registered Agent for companies incorporated in the British
Virgin Islands.
Paragraph (e) of subsection (2) set out in paragraph 5(b) above refers
to section 5 of the International Business Companies Act (CAP.291).
According to paragraph (e) of subsection (2), an International Business
Company shall not be treated as carrying on business with persons
resident in the British Virgin Islands by reason that 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..
The Company Management Act, 1990 referred to in paragraph 5(e) above
governs company management activities carried out in or from within the
British Virgin Islands only.
6. The shares in the Company shall be issued in the currency of the United
States of America.
7. The authorised capital of the Company is US$1,000,000.00 divided into
100,000,000 shares with a par value of US$0.01 each. The directors are
duly empowered to issue shares as registered shares only.
8. The shares shall be divided into such number of classes and series as
the directors shall by resolution from time to time determine and until
so divided shall comprise one class and series.
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9. The directors shall by resolution have the power to issue any class or
series of shares that the Company is authorised to issue in its
capital, original or increased, with or subject to any designations,
powers, preferences, rights, qualifications, limitations and
restrictions.
10. The liability of members of the Company is limited.
11. The Company may by resolution of its members or of its directors, amend
or modify any of the conditions contained in this Memorandum of
Association and increase or reduce the authorised capital of the
Company in any way which may be permitted by law.
We, MOSSACK, FONSECA & CO. (B.V.I.) LTD., of P. O. Box 3136, 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.
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NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
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MOSSACK FONSECA & CO. (B.V.I.) LTD.
Akara Bldg.
24 De Castro Street
Wickhams Cay 1
Road Town, Tortola
British Virgin Islands
SGD. DESIREE CHALWELL
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Trust Company Assistant Secretary
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DATED this 17th day of May, 2004.
WITNESS to the above signatue:
SGD. SHARMINE PICKERING
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Sharmine Pickering
Wickhams Cay 1
Road Town, Tortola
British Virgin Islands
Secretary