MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
Incorporated the 3rd day of April, 1985.
HONG KONG
Registration No. 149352
COMPANIES ORDINANCE (Chapter 32)
SPECIAL RESOLUTION
OF
CHANGE OF STATUTORY QUORUM FOR DIRECTORS
Passed on the 10th June, 1997
To: The Registrar of Companies
Presented By: KING YUEN INVESTMENT & DEVELOPMENT LIMITED
The following resolution was passed as a Special Resolution by a written
resolution of all the members of the company dated 10 June, 1997.
"That Article No. 8 of the Articles of Association of the Company
be replaced by the following article:-
"Unless otherwise determined by the Directors, the quorum of a Directors'
Meeting shall be two Directors personally present or represented by their
substitutes appointed under Article 11 hereof."
"That Article No. 22 of the Articles of Association of the Company
be replaced by the following article:-
"For all purposes, the quorum for all general meetings shall be two members
personally present or by proxy and no business shall be transacted at any
general meeting unless the requisite quorum be present at the commencement of
the business."
Signed by
Cheng Chao Ming Ching Kwok Leung
Director Director
Dated this 10 June, 1997
Hong Kong
Registration No. 149352
COMPANIES ORDINANCE (Chapter 32)
SPECIAL RESOLUTION
OF
CHANGE OF STATUTORY QUORUM FOR DIRECTORS
Passed on the 10th June, 1997
To: The Registrar of Companies
Presented By: KING YUEN INVESTMENT & DEVELOPMENT LIMITED
The following resolution was passed as a Special Resolution by a written
resolution of all the members of the company dated 10 June, 1997.
"That Article No. 5 of the Articles of Association of the Company
be replaced by the following article:-
"Unless otherwise determined by the Company in General meeting, the
number of Directors shall not be less than two."
Signed by
Cheng Chao Ming Ching Kwok Leung
Director Director
Dated this 10 June, 1997
Hong Kong
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
Incorporated the 3rd day of April, 1985.
HONG KONG
No. 149352
(COPY)
CERTIFICATE OF INCORPORATION
I hereby certify that
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
is this day incorporated in Hong Kong under the Companies Ordinance, and that
this company is limited.
GIVEN under my hand this Third day of April One Thousand Nine Hundred
and Eighty-five.
(Sd.) J. Almeida
.........................
for Registrar of Companies,
Hong Kong.
THE COMPANIES ORDINANCE (CHAPTER 32)
Private Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
First:- The name of the Company is "KING YUEN INVESTMENT & DEVELOPMENT
LIMITED".
Second:- The Registered Office of the Company will be
situated in Hong Kong.
Third:- The objects for which the Company is established
are:-
(1) To carry on business of investment, development, promotion,
formation, planning, construction, management, supervision,
control, operation and finance of any hotel or hotel supplies
and other company business scheme or operation whatsoever.
(2) To carry on business as proprietors and/or managers of
hotels, motels, inns, lodging-houses, apartment houses,
restaurants, refreshment and tea rooms, cafes and milk
and snack bars, night-clubs and clubs of all kinds,
tavern, beer-house, and lodging-house keepers, licensed
victuallers, wine, beer, and spirit merchants, brewers,
malsters, distillers, importers and manufacturers of
aerated, mineral and artificial waters and other drinks,
and as caterers and contractors in all their respective
branches and as managers and/or proprietors of theatres,
cinemas, dance-halls, concert halls, stadiums, billiard
rooms, bowling centres and all places of entertainment
and radio and television stations and studios.
(3) To acquire and hold shares, stocks, debentures, debenture
stock, bonds, obligations, and securities issued or
guaranteed by any company incorporated or carrying on
business in Hong Kong or in any foreign country, and
debentures, debenture stocks, bonds, obligations and
securities, issued or guaranteed by any government,
sovereign ruler, commissioner public body or authority,
supreme, municipal, local or otherwise.
(4) To carry on the business of importers, exporters,
commission agents, indent agents, general agents, wholesalers
and retailers of all kinds of articles and goods and to carry
on the business of manufacturers and general merchants.
(5) To purchase for investment or resale, and to traffic in
land and house and other property of any tenure and any
interest therein, and to make advances upon the security
of land or house or other property, or any interest
therein, and generally to deal in, traffic by way of
sale, lease, exchange, or otherwise with land and house
property whether real or personal.
(6) To acquire, provide and maintain plants, facilities apparatus,
devices, processes, laboratories, work-shops and
accommodations of all description for or in relation to any of
the objects of the Company.
(7) To act as general managers or general agents or otherwise of
any companies, firms or other undertakings whether such
companies, firms or other undertakings carry on business
similar to that carried on by the Company or not.
(8) To manufacture and produce and, either as principals or
agents, trade and deal in any articles belonging to any such
business, and all apparatus, appliances and things used in
connection therewith, or with any invention, patents, or
privileges for the time being belonging to the company.
(9) To acquire by purchase lease, exchange, or otherwise,
land, buildings, and hereditament of any tenure or
description, and any estate or interest therein, and to
turn the same to account as may seem expedient, and in
particular by preparing building sites, and by
constructing, reconstructing, altering, improving,
decorating, furnishing, and maintaining offices, flats
houses, factories, warehouses, shops, wharves, buildings,
works and conveniences of all kinds, and by consolidating
or connecting, or sub-dividing properties, and by leasing
and disposing of the same.
(10) To demolish, construct or procure the construction of
buildings of all kinds, upon any lands belonging to or in
which the Company is interested, either as owners, lessees,
contractors or otherwise.
(11) To apply for, purchase, or otherwise acquire any patents,
brevets d'invention, licences, concessions, and the like,
conferring an exclusive or limited right to use or any secret
or other information as to any invention which may seem
capable of being used for the purposes of the
Company, or the acquisition of which may seem calculated,
directly or indirectly to benefit the Company, and to use,
exercise, develop, grant licences in respect of, or otherwise
turn to account the property, rights and information so
acquired.
(12) To enter into any arrangements with any governments or
authorities, supreme, municipal, local, or otherwise,
that may seem conducive to the Company's objects or any
of them, and to obtain from any such government or
authority, any rights, privileges, and concessions which
the Company may think it desirable to obtain, and to
carry out, exercise and comply with any such
arrangements, rights, privileges and concessions.
(13) To let on lease or on hire the whole or any part of the real
and personal property of the Company on such terms as the
company shall determine.
(14) To sell, dispose of or transfer the business, property and
undertakings of the company, or any part thereof, for any
consideration which the company may see fit to accept.
(15) To act as representatives of manufacturers or producers of
goods and merchandise of all descriptions and to import,
export, buy, sell, barter, exchange, pledge, make advances
upon or otherwise deal in the goods, produce, articles and
merchandise of such manufacturers.
(16) To acquire any such shares, stock, debentures, debenture
stocks, bonds, obligations or securities by original
subscription, tender, purchase, exchange, or otherwise,
and to subscribe for the same, either conditionally or
otherwise, and to guarantee the subscription thereof, and
to exercise and enforce all rights and powers conferred
by or incident to the ownership thereof.
(17) To receive money on deposit with or without allowance of
interest thereon.
(18) To pay for any business or undertaking, or any property,
rights, shares, stock, bonds, debentures or other
securities acquired by the Company, either in cash or
shares, with or without preferenced or deferred rights in
respect of dividend 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.
(19) To sell the business or undertaking of the Company or any
part thereof, including any shares, stock, bonds,
debentures, mortgages, or other obligations or
securities, or any or either of them, patents, trade marks,
trade names, copyrights, licenses or authorities or any
estate, rights, property, privileges or assets of any kind.
(20) To lend money 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.
(21) 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, charged upon all or any of the Company's
property (both present and future), including its
uncalled capital, and to purchase, redeem, or pay off any
such securities.
(22) To invest the moneys of the Company not immediately required
upon such investments (other than shares in the Company) or
property and in such manner as may from time to time be
determined.
(23) To enter into arrangements for partnership, sharing
profits, reciprocal concessions, co-operation or
otherwise with any company, corporation, or person having
objects altogether or in part similar to those of this
Company or carrying on or about to carry on any business
capable of being conducted so as directly or indirectly
to benefit this Company.
(24) To enter into any arrangements for profit-sharing with
any of the Directors or employees of the Company or of
any company in which the Company may for the time being
hold a share or shares (subject to the consent and
approval of such company). To grant sums by way of bonus
or allowance to any directors or employees allowance to
any directors or employees or their dependents or
connections, and to establish or support, or aid in the
establishment and support, of associations, institutions
schools or conveniences calculated to benefit Directors
or employees of the Company or its predecessors in
business or any companies in which the Company owns a
share or shares or the dependents or connections of such
persons, to grant pension and to make payments towards
insurance.
(25) To draw, make, accept, endorse, discount, execute and
issue bills of exchange, promissory notes, debentures and
other negotiable or transferable instruments.
(26) To distribute any of the property of the Company amongst
the Members in specie or otherwise.
(27) To do all or any of the above things in any part of the world,
and as principals, agents, contractors, trustees or otherwise,
and by or through trustees, agents, or otherwise, and either
alone or in conjunction with others.
(28) To do all such things as are incidental or conducive to
the above objects or any of them.
It is hereby expressly declared that each of the preceding sub-clauses
shall be construed independently of and shall be in no way limited by reference
to any other sub-clause and that the objects set out in each sub-clause are
independent objects of the Company.
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 wheresoever domiciled, and the intention is that the object 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 paragraph or the name of the Company.
Fourth:- The liability of the Members is limited.
Fifth:- The Share Capital of the Company is HK$1,000,000.00 divided
into 1,000 shares of HK$1,000.00 each, with power to divided the shares in the
capital for the time being into several classes and to attach thereto
respectively such preferential deferred or special rights, privileges,
conditions or restrictions as may be determined by or in accordance with the
regulations of the Company and with power to increase or reduce the capital of
the Company and issue all or any part of such original or increased or reduced
capital with such preferential, deferred or special rights, privileges,
conditions or restrictions as are attached thereto.
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
Names, Addresses and Descriptions of Subscribers
taken by each
Subscriber
- ----------------------------------------------------------------------------
(Sd.) MR. SHEN SHANQI ONE
MR. SHEN SHANQI
Rm. 1507, Rear,
115-119 Queen's Road West,
Hong Kong,
Executive
(Sd.) MR. CHENG CHAO-MING
MR. CHENG CHAO-MING ONE
Flat E, 28/F.,
Lotus Mansion,
Tai Koo Shing,
Hong Kong,
Executive
==============================================================================
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
==============================================================================
Number of Shares
Names, Addresses and Descriptions of Subscribers
taken by each
Subscriber
- -----------------------------------------------------------------------------
(Sd.) MR. SHEN DAMIAO
MR. SHEN DAMIAO
ONE
Rm. 1508, Rear,
115-119 Queen's Road West,
Hong Kong,
Executive
(Sd.) MR. LEUNG MAN-TO
MR. LEUNG MAN-TO
ONE
23 Nam Wai,
Sai Kung,
N.T.
Executive
- ------------------------------------------------------------------------------
Total Number of
FOUR
Shares Taken . . . .
============================================================================
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
THE COMPANIES ORDINANCE, (CHAPTER 32)
Private Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
PRELIMINARY
1. Subject as hereinafter provided, the regulations contained in Table
"A" in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to
this Company, and be deemed to be incorporated with these Presents.
2. The following clauses of Table "A" namely, 24, 41 to 44 inclusive,
55, 60, 64, 77, 79, 81, 82, 90 to 99 inclusive, 101, and 114 to 123 inclusive,
and 128, shall not apply or are modified as hereinafter appearing.
3. The Company is a Private Company and accordingly:-
(a) the right to transfer shares is restricted in
manner hereinafter prescribed;
(b) the number of members of the company (exclusive of
persons who are in the employment of the company
and of persons who having been formerly in the
employment of the company were while in such
employment and have continued after the
determination of such employment to be members of
the company) is limited to 50. Provided that where
2 or more persons hold one or more shares in the
company jointly they shall for the purpose of this
regulation be treated as a single member;
(c) any invitation to the public to subscribe for any
shares or debentures of the company is prohibited;
(d) the company shall not have power to issue share
warrants to bearer.
TRANSFER OF SHARES
4. Clause 24 of Table "A" is hereby modified as follows:-
The directors may, in their absolute discretion and without assigning
any reason therefore, decline to register any transfer of any share, whether or
not it is a fully paid share.
DIRECTORS
5. Unless otherwise determined by the Company in General
Meeting, the number of directors shall not be less than three.
6. All Directors shall hold office for a term of one year, and at the
expiration of the term of office shall retire from office but shall be eligible
for re-election.
7. It shall not be required for a Director to hold any
qualification shares. Residence in Hong Kong shall not be a
requisite qualification.
8. Unless otherwise determined by the Directors, the quorum of a
Directors' Meeting shall be three Directors personally present or represented by
their substitutes appointed under Article 11 hereof.
9. A resolution in writing signed by all the directors shall
be as valid and effectual as if it had been passed at a meeting of
directors duly called and constituted.
10. The office of a director shall be vacated if the
Director:-
(a) Resigns his office by notice in writing to the
Company; or
(b) Becomes bankrupt or makes any arrangement with his
creditors generally; or
(c) Becomes of unsound mind.
11. Subject to the approval of the Board, a Director may appoint any
person to act for him as a substitute Director during his absence, and such
appointment shall have effect and such appointee whilst he holds office as a
substitute Director shall be entitled to notice of meetings of Directors, and to
attend and vote thereat accordingly; but he shall not require any qualification,
and he shall ipso facto vacate office if and when the appointor returns to Hong
Kong or vacates office as a Director, or removes the appointee from office, and
any appointment and removal under this Clause shall be effected by notice in
writing under the hand
of the Director making the same.
12. Any casual vacancy occurring in the Board of Directors may be
filled up by the Directors, but the person so chosen shall be subject to
retirement at the same time as if he had become a Director on the day on which
the Director in whose place he is appointed was last elected a Director.
13. The Directors shall have power at any time, and from time to time,
to appoint a person a an additional Director who shall retire from office at the
next following Ordinary General meeting, but shall be eligible for election by
the Company at that meeting as an additional Director.
14. The Company may by a special resolution remove any director and may
by an ordinary resolution appoint another person in his stead. The person so
appointed shall be subject to retirement at the same time as if he had become
Director on the day which the Director in whose place he is appointed was last
elected a Director.
15. Any Director may be employed by or hold any office or profit under
the Company, except that of Auditors of the Company, and may acto either
personally or as a member of a firm or render any professional service to the
Company, and may receive renumeration from the Company for so doing in addition
to any remuneration payable to him as a Director.
GENERAL MANAGEMENT
16. The Board of Directors shall be entrusted with the general
management and carrying on of the business of the Company, and shall have full
power to do all such acts and things and enter into such contracts and
engagements on behalf of the Company as he may consider necessary or desirable
and may also appoint and remove or suspend any officers, clerks, accountants,
agents servants and other employees.
POWERS OF DIRECTORS
17. The Directors, in addition to the powers and authorities by these
Articles or otherwise expressly conferred upon them, may exercise all such
powers and do all such acts and things as may be exercised or done by the
Company in General Meeting subject nevertheless to the provisions of the
companies Ordinance, (Chapter 32), to these Articles, and to any regulations
from time to time made by the Company in General Meeting, provided that no
regulation so made shall invalidate any prior act of the Directors which would
have been valid if each regulation had not been made.
18. Without prejudice to the general powers conferred by the last
preceding Article and the other powers conferred by these Articles, if it is
hereby expressly declared that the Directors shall have the following powers,
that is to say, power:
a) To pay the costs, charges and expenses preliminary
and incidental to the promotion, formation,
establishment and registration of the Company.
b) To purchase or otherwise acquire for the Company or
sell or otherwise dispose of any property, rights or
privileges which the Company is authorized to acquire
at such price and generally on such terms and
conditions as they shall think fit.
c) To engage, dismiss, and fix the salaries or
emoluments of the employees of the Company.
d) To institute, conduct, defend, compromise or
abandon any legal proceedings by or against the
Company or its officers. or otherwise concerning
the affairs of the Company and also to compound
and allow time for payment or satisfaction of any
debts due to, and of any claims or demands by or
against the Company.
e) To refer any claims or demands by or against the
Company to arbitration and observe and perform the
awards.
f) To make and give receipts, releases and other
discharges for money payable to the Company and
for claims and demands of the Company.
g) To invest, lend or otherwise deal with any of the
moneys or property of the Company in such manner as
they think fit, having regard to the Company's
Memorandum of Association and from time to time to
vary or realise any such investment.
h) To borrow money, arrange for banking facilities on
behalf of the Company, and to pledge, mortgage or
hypothecate any of the property of the Company.
I) To open a current account with themselves for the Company and
to advance any money to the Company with or without interest
and upon such terms and conditions as they shall think fit.
j) To enter into all such negotiations and contracts and
rescind and vary all such contracts, and execute and do all
such acts, deeds and things in the name and on behalf of the
Company as they may consider expedient for, or in relation to,
any of the matters aforesaid, or otherwise for the purpose of
the Company.
k) To give to any Director, officer or other person
employed by the Company a commission on the profits of
any particular business or transaction, and such
commission shall be treated as part of the working
expenses of the Company, and to pay commissions and
make allowances (either by way of a share in the
general profits of the Company or otherwise) to any
persons introducing business to the Company or
otherwise promoting or serving the interest thereof.
l) To sell, improve, manage, exchange, lease, let,
mortgage, or turn to account all or any part of the
land, property, rights and privileges of the Company.
m) To employ, invest or otherwise deal with any Reserve Fund or
Reserve Funds in such manner and for such purposes as the
Directors may think fit.
n) To execute, in the name and on behalf of the Company,
in favor of any Director or other person who may incur
or be about to incur any personal liability for the
benefit of the Company, such mortgages of the Company's
property (present or future) as they think fit, and any
mortgages may contain a power of sale and such other
powers, covenants and provisions as shall be agreed
upon.
o) From time to time to provide for the management of the affairs
of the Company abroad in such manner as they think fit, and in
particular to appoint any persons to be the Attorneys or
agents of the Company with such powers (including power to
subdelegate) and upon such terms as they think fit.
p) From time to time to make, vary or repeal rules and by-
laws for the regulation of the business of the Company,
its officers and servants.
q) To delegate any or all of the powers herein to any
Director or other person or persons as the Directors
may at any time think fit.
SEAL AND CHEQUES
19. The Seal of the Company shall be kept by the Directors
and shall not be used except with their authority.
20. Unless otherwise determined by the Directors, every document
required to be sealed with the Seal of the company shall be deemed to be
properly executed if sealed with he Seal of the Company and signed by such
person or persons as the Board of Directors shall from time to time appoint.
21. All cheques, bills of exchange, promissory notes and other
negotiable instruments issued or required to be signed, endorsed or accepted or
otherwise negotiated by the Company shall be signed by such person or persons as
the Board of Directors shall from time to time appoint.
GENERAL MEETINGS
22. For all purposes, the quorum for all general meetings shall be
three members personally present or by proxy and no business shall be transacted
at any general meeting unless the requisite quorum be present at the
commencement of the business.
VOTES OF MEMBERS
23. Unless a poll is demanded, all voting of members in respect of any
matter or matters shall be by show of hands, and in the case of a poll, every
member shall have one vote for each share of which he is the holder.
DIVISION OF PROFITS
24. The net profits of the Company in each year shall be applied in or
towards the formation of such reserve fund or funds and in or towards the
payment of such dividends and bonuses as the Directors subject to the approval
of the Company in General Meeting may decide.
25. No dividend shall be payable except out of the profits
of the Company, and no dividend shall carry interest as against
the Company.
26. A transfer of shares shall not pass the right to any
dividend declared thereon before the registration of the
transfer.
27. If two or more persons are registered as joint holders of any
share, any one of such persons may give effectual receipts for any dividends or
for other moneys payable in respect of such share.
28. The Directors may retain any interest or dividends on which the
Company has a lien, and may apply the same in or towards satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.
29. All dividends unclaimed for one year after having been
declared may be invested or otherwise made use of by the
Directors for the Company until claimed.
NOTICES
30. All notices required to be given to the shareholders
under these Articles must be in the Chinese or English language
or both.
SECRETARY
31. Madam Kam Pik Ling shall be the first secretary of the
Company who shall hold the office until the first meeting of
Directors.
Names, Addresses and Description of Subscribers
(Sd.) MR. SHEN SHANQI
MR. SHEN SHANQI
Rm. 1507, Rear,
115-119 Queen's Road West,
Hong Kong.
Executive
(Sd.) MR. CHENG CHAO-MING
MR. CHENG CHAO-MING
Flat E, 28/F.,
Lotus Mansion,
Tai Koo Shing,
Hong Kong.
Executive
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
Names, Addresses and Description of Subscribers
(Sd.) MR. SHEN DAMIAO
MR. SHEN DAMIAO
Rm. 1508, Rear,
115-119 Queen's Road West,
Hong Kong.
Executive
(Sd.) MR. LEUNG MAN-TO
MR. LEUNG MAN-TO
23 Nam Wai,
N.T.
Executive
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong