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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
YantaiDahua Holdings Company Limited (formerly Equity Finance Holding
---------------------------------------------------------------------
Corporation)
------------
(Exact name of registrant as specified in its charter)
Belize NA
------------- -----
(State of incorporation or organization) (I.R.S. Employer Identification No.)
East of Muping, Yantai,Shandong, People's Republic of China NA
----------------------------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
None/Not Applicable
________________________ ______________________________
________________________ ______________________________
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
NA (if applicable)
- --
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
--------------------------------
(Title of class)
_____________________________________________
(Title of class)
2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The authorized capital of the registrant is $100,000 in the currency of the
United States, divided into 100,000,000 shares of $.001 each. All shares are to
be issued at par value of $.001.
The registrant may issue shares of different classes, including common,
preferred, limited and redeemable shares. All the initial authorized shares
numbered 00001-50000 shall be issued as common shares.
The designations, powers, preferences, rights, qualifications and limitations
and restrictions of each class and series of shares that the registrant is
authorized to issue, including but not limited to, the allocation of different
rights as to voting dividends, redemption and distribution on liquidation, shall
be fixed by resolution of the directors unless such designations, powers,
preferences, rights, qualifications, limitations and restrictions are fixed by
the Memorandum of Association or the Articles of Association of the registrant.
Each member of the registrant is entitled to one vote per share on each matter
presented at a meeting of members.
The directors, by resolution, may declare and pay dividends in money, shares or
other property, but dividends shall only be declared out of surplus.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of the registration statement:
(1) Memorandum of Association and Articles of Association of Equity Finance
Holding Corporation
(2) The International Business Companies Act Memorandum of Association of
Equity Finance Holding Corporation
(3) The International Business Companies Act Articles of Association of
Equity Finance Holding Corporation (Interpretation)
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
(Registrant)
YantaiDahua Holdings Company Limited (formerly Equity Finance Holding
Corporation
- --------------------------------------------------------------------------------
Date February 18, 2003
-------------------
By______________________________________________________________
TANG Yuxiang, Chairman and Chief Executive Officer
4
EXHIBIT 1
BELIZE
THE INTERNATIONAL BUSINESS COMPANIES ACT 19ss.0
MEMORANDUM OF
ASSOCIATION
AND
ARTICLES OF
ASSOCIATION
OF
EQUITY FINANCE HOLDING
CORPORATION
IBC No.6825
INCORPORATED THE
6th DAY OF MARCH, 1998
REGISTERED AGENT:
DICKIE BRADLEY
2A King Street
Belize city
BELIZE
Central America
Telephone: 501 02 70810
FAX 501 02 77159.
THE CORRESPONDING BUSINESS
CLAUSE
MEMORANDUM OF ASSOCIATION
CLAUSE PAGE
- ------ ----
1 NAME ....................................................... 1
2 REGISTERED OFFICE .......................................... 1
3 REGISTERED AGENT ........................................... 1
4 GENERAL OBJECTS AND POWERS ................................. 1
5 EXCLUSIONS ................................................. 6
6 SHARE CAPITAL .............................................. 7
7 AMENDMENTS ................................................. 8
ARTICLES OF ASSOCIATION
ARTICLES
- --------
1 PRELIMINARY ................................................ 9
2 OFFICES .................................................... 10
3 REGISTERED SHARES .......................................... 10
4 BEARER SHARES .............................................. 10
5 SHARES - ASCI, TRANSFER AND TRANSMISSION ................... 13
6 MEETINGS OF MEMBERS ........................................ 15
7 VOTING AND PROXIES ......................................... 18
8 DIRECTORS .................................................. 19
9 POWERS OF DIRECTORS ........................................ 19
10 PROCEEDINGS Or DIRECTORS ................................... 20
11 OFFICERS ................................................... 21
12 SEAL ....................................................... 22
13 DIVIDENDS .................................................. 23
14 AUDIT ...................................................... 23
15 NOTICES .................................................... 24
16 AMENDMENTS ................................................. 25
EXHIBIT 2
BELIZE
THE INTERNATIONAL BUSINESS COMPANIES ACT 1990
MEMORANDUM OF
ASSOCIATION
or
EQUITY FINANCE HOLDING CORPORATION
1. NAME
----
The name of the Company is EQUITY FINANCE HOL13ING CORPORATION.
2. REGISTERED OFFICE
-----------------
The Registered Office of the Company ~& 2A King Street, Belize City or such
other place within BELIZE as the company may from time to time by a
resolution of the members determine.
3. REGISTERED AGENT
----------------
The Registered Agent of the Company is DICKIE Bradley of 2A King Street,
Belize City, or such other person qualified under the International
Business Companies hut IS90 (the "Act-) as the Company may from time to
time by a resolution of the members determin
4. GENERAL OBJECTS AND POWERS
--------------------------
The objects of the company are to engage in any act or activity that is not
prohibited under any law for the time being in force in Belize including,
but not limited to, the following:
4.1 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 shares, stocks, debentures, debenture stock scrip, bonds,
notes, delegations. investments end securities and warrants or options
in respect of any shares, stocks, debentures, debenture stock, scrip,
bonds, notes, obligations,, investments or securities;
4.2 to carrry debenture quire such shares, stock debentures, stocks,
strip, bonds, notes, obligations, investments, or securities or
warrants or options therein by original subscription, contract,
tender, purchase . exchange, .Underwriting, participation in
Syndicates or otherwise, and whether.or not fully paid up, and to
subscribe for the same subject to ouch terms and conditions (it any)
am may be thought fit;
4.3 to exercise and enforce all rights and powers conferred by or incident
to the ownership of any such shares, stock, obligation* or other
securities Including with prejudice to the generality of the foregoing
&11 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;
4.4 to acquire and hold either in the name of the Company or in that of
any nominee and whether as principal or broker or agent any currency
in any form in any part of the world end any commodity and 1-0 enter
into any Contract of purchase, sale. or option to Purchase or sell In
respect. of any such currency or commodity;
4.5 to offer for public subscription any shares or stocks in the capital
of or debentures or debenture stock or other securities of or
otherwise to establish or promote or concur In establishing or
promoting, any company, society anonyme, association, undertaking or
public or private body;
4.6 to carry on business as Capitalists, financiers, concessionaires and
merchants and to undertake and carry on and execute and, other
business which may Boom to be Capable of being conveniently carried on
in connection with any of these objects or calculated directly or
indirectly to enhance the value of or facilitate the realisation of,
or render profitable, any of the Company's property or rights;
4.7 to carry on the business of a property investment and holding company
and for that purpose co purchase, take on lease, or in exchange, or
otherwise acquire, hold, undertake, or direct the management of work,
develop the resources of, and turn to account any estates lands,
buildings, tenements, and other real property and property of every
description, whether of, freehold, leasehold, or other Tenure, and
wheresoever situate, end any, interests therein, rights and powers
conferred by, or incident to, the ownership of any such property;
4.8 to sell, lease. let, mortgage, or otherwise dispose of, grant rights
over or otherwise provide any such property of the company without
seeking rental or consideration for much disposal or provision, or
otherwise upon each terms as the Company shall determine;
2
4.9 to acquire and assume for any estate or interest and to take options
over, construct develop Or exploit any property real or personal or
movable or immovable and rig t a of any *Find and the whole or any
part of the undertaking assets and liabilities of any person and to
act and carry on business as a holding company:
4.10 to acquire, trade and deal with, or hold stocks, shares, bonds,
debentures, scrip, investments and securities of all kinds issued in
any country in any part of the world;
4.11 to raise and Borrow money by the issue of shares, stock, debentures,
bonds, obligations, deposit notes and otherwise howsoever and to
underwrite any such issue and without limiting the generality of the
foregoing to secure or discharge Any debt or obligation of or binding
on the Company in any manner and in particular by the issue of
debenture (perpetual or otherwise) and to secure the repayment of any
money borrowed raised or owing by mortgage, charge. or lien upon the
whole or any part of the Company's property or assets (whether present
or future);
4.12 to deposit the monies of the Company with any company or person and to
advance and land money upon such terms as may he arranged and with or
without security and to guarantee the performance of any contract of
obligation and the payment of money of or by any person or company,
and generally to give guarantees and indemnities including guarantees
And indemnities in respect of the liabilities of person whether or not
associated with the Company and whether or not the Company receives
Any consideration therefor and to secure any such guarantee or
indemnity by the grant of charges, mortgages or liens on the whole be
Any part of the Company's property or assets present of future;
4.13 to Apply for, purchase or by other means acquire and protect, prolong
and renew Any patents, patent -right, brevets d'invention, licences,
trade marks, protections and concessions or other rights which may
appear likely to be advantageous or useful to the Company,
4.14 to acquire and undertake, an any terms and subject to any conditions,
the whole or any part of the business, property and liabilities of any
person or company carrying an any business which the company is
authorized to carry on, or Possessed Of property suitable for 'the
purposes of the Company;
4.15 to amalgamate with or enter into. partnership or any joint purpose or
profitsharing arrangement with or to co-operate in any way with, or
assist or subsidise any Company, firm or person carrying on, or
proposing to carry on, any business within the obkects of the Company;
3
4.16 to purchase with a view to closing or reselling in whole or in part
any business or properties which may seem or he deemed likely to
injure by competition or otherwise, any business or branch of business
which the Company is authorized to carry on, and to close, abandon and
give up any work or businesses at any time acquired by the Company;
4.17 to act as directors or managers of or to appoint directors or managers
of any subsidiary company Or of any other company in which this
Company is or may be interested;
4.18 to make, draw, accept, endorse, discount, negotiate, execute and issue
and to buy, sell and deal in promissory notes bills of exchange,
cheques bills of lading, shipping documents, docks and warehouse
warrants and other instruments negotiable or transferable or
otherwise;
4.19 to land money with or without security and to subsidise assist and
guarantee the payment of money by or the performance of any contract,
engagement or obligation by any persons or companies;
4.20 to constitute any trusts with 6 view to the issue of preferred or
deferred or any other special stocks or securities based on or
representing any shares, Stocks or other asset specifically
appropriated for the purpose of any such trusts, and to settle and
regulate and, if thought fit, to undertake and execute any such trusts
and to issue dispose of or hold any such preferred, deferred or other
special stocks or securities;
4.21 to pay all preliminary expenses of the Company and any company
promoted by the Company or any company in which this Company is or may
contemplate being interested including in such preliminary expenses
all or any part of the costa and expenses Of Owners of any business or
property acquired by the company;
4.22 to enter into any arrangements with any -,overnment or authority
imperial, supreme, municipal, local or otherwise, or company that
Rooms 'conductive to the Company's objects or any of them and to
obtain from any such Government, authority, or company any charters,
contracts. decrees, rights, grants. loans, privileges or concessions
which the Company may think it desireable to Obtain and to carry out,
exercise and comply with others
4.23 to vent any real or personal property, rights or interest, acquired by
or belonging to the Company in any person or company on behalf or for
the benefit of the Company, with or without any declared trust in
favors of the Company;
4.24 to undertake and perform sub-contracts and to act through or by means
of Agents, brokers, sub-contractors or others;
4
4.25 to remunerate any person or company rendering services to the Company,
whether by cash payment or by the allotment to him or them of shares,
stocks, debentures, bonds or other securities of the Company credited
as paid " up in full or in part or otherwise;
4.26 to procure the Company to be registered or recognised in any part of
the world outside Belizw
4.27 to distribute among the members of the company in kind any property of
the Company (whether by way of dividend or otherwise and in particular
any shares, stocks, debentures, bonds or other securities belonging to
or at the disposal Of the company;
4.28 to do all or any of the above things in any part of the world, and
either as principals, agents, trustees contractors or otherwise and
either alone or in conjunction with others, and either by or through
agents, sub-contractors, trustees or
4.29 to accept payment for any property or rights sold or other-wine
disposed of or dealt with by the Company either in cash, by
instalments or otherwise or in fully or partly paid up shares of any
company or corporation, with Or without defered or preferred rights in
respect of dividend or repayment of capital or otherwise or in
debentures or mortgage debentures or debenture stock, mortgages or
other securities of any company or corporations or partly in one mode
and partly in another and to hold, dispose of or otherwise deal with
any shares. stock or securities no acquired;
4.30 to have the power exercisable solely by resolution of the directors to
Vast the corpus or the income of any trust in itself and to do all
such things as may be conducive to the attainment of such objects; and
4.31 to make much gifts of the Company's property as all members of the
Company in general meeting shall decide including without limiting the
generality thereof, the power to vast all or any part of the Company's
property revocable De irrevocable in the name of trustees for the
benefit of such person or persons including the Company on such terms
as all the members of the company in general meeting shall decide
The Company shall have all such power &a are permitted by law for the time being
to force in Beliza which are necessary or conducive to the conduct promotion or
attainment of the objects of the Company
5
5. EXCLUSIONS
----------
5.1 The Company shall not,
5.1.1 carry on business with per acne resident on Belize;
5.1.2 own an interest in real properity situate in Belize, other than
a lease referred to in paragraph 5.2.5 of sub - clause 5-2
below:
5-1.3 carry on a banking business
5.1.4 carry in business as an insurance or & reinsurance company; or
5.1.5 carry on the business of providing the registered office for
companies.
5.2 For the purpose of paragraph 5.1-1 of sub-clause 6.1 above the Company
shall not be treated as carrying on business with persons resident in
Belize City by reason only that:
5.2.1 it makes or maintains deposits with a company incorporated in
Belize and carrying on a banking business within Belize;
5.2.2 it makes or maintains professional contact with solicitors,
barristers, accountants bookkeepers, truercompanies, adminis
companies, Investment advisers or other similar persons carrying
on business within Belize;
5.2.3 it prepares or maintains books and records within Belize:
5.2.4 it. holds. within Belize. meetings of its directors or members;
5.2.5it 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,
5.2.6it holdsshares, debt obligations or other securities in a
company incorporated under the Act or under the Companies Act;
5.2.7shares, debt obligations or other securities in the Company are
owned by any person resident. in Belize or by any company
incorporated. under the Act or under the Companies Act; or
5.2.8it owns a vessel or vessels registered in Belize inaccordance
with the Merchant Shipping Act,1989
6
6. SHARE CAPITAL
-------------
6.1 Shares in the Company shall be issued in the currency of The
United States of America.
6.2 The authorized capital of the Company is fifty thousand dollars
($50,000) divided into fifty thousands (50,000) shares of one
dollar par value
6.3 The authorized share capital of the Company is made up of one
class of share divided intofifty thousand (50,000) shares of one
dollar par value with one (1) vote for each share.
6.4 The designations, powers, preferences, rights, qualifications,
limitations and restrictions of each class and series of shares
tbat the Company is authorized to issue including, but not
limited to, the allocation of different rights as to voting,
dividends, redemption or distribution on liquidation shall be
fixed by resolution of the directors of the Company unless Such
designations, powers, preferences, rights, qualifications,
limitations and restrictions axe fixed by this Memorandum of
Association or the Articles of Association Of the Company
6.5 Registered or Bearer Shares
6.5.1the Company may issued all or part of its authorized shares
either as registered shares issued to bearer sod the
directors of the Company shall be empowered to determine by
resolution of the directors which of such authorized shares
shall be issued as registered shares and which as shares
issued to bearer unless such determination is fixed by this
Memorandum. of Association or the Articles of Association of
the Company.
6.5.2snares Issued an registered shares may be a exchanged for
shares issued to bearer shares issued to bearer may be
exchanged for registered shares
6.5.3notice to the holders of shares issued to bearer shall be
sent by prepaid registered pant addressed to the addressed
to which the original bearer share certificates were
despatched and/or in the manner not out in the Articles of
Association of the Company and compliance with the foregoing
shall constitute proper service of any notice upon the
bearer or ouch shares.
6.6 Registered shares in the Company May be transferred, subject to
Compliance with the requirements of the Act And of this
Memorandum of Association and the Articles of Association of the
Company.
7
7. AMENDMENTS
----------
The Company may amend this Memorandum of Association by a resolution of its
members.
For the purpose or incorporating an International Business Company under the
laws of Belize the person whose name and address appears below is the subscriber
hereby subscribes its name to this Memorandum of Association in the presence of
the undersigned withness:
SIGNATURE OF WITNESS SIGNATURE OF SUBSCRIBER
/s/ F. MARSHALLETK /s/ DICKIE BRADLEY
- -------------------------- ------------------------------
Name: F.MARSHALLETK Name DICKIE BRADLEY
Address: 2A King Street Address. 2A king Street
Belize City, Belize
Central America
BELIZE CITY DICKIE BRADLEY
- -------------------------- ------------------------------
BELIZE
- -------------------------- ------------------------------
Date: 25 FEB 1998 DATE: 25 FEB 1998
--------------------- --------------------------
8
EXHIBIT 3
BELIZE
THE INTERNATIONAL BUSINESS
COMPANIES ACT 1990
ARTICLES OF ASSOCIATION
OF
EQUITY FINANCE HOLDING
CORPORATION
1. PRELIMINARY
--------------
In theme Articles, if not inconsistent with the subject or context, the words
and expressions standing in the first Column of the following table shall boar
the meaning set opposite them respectively in the second column thereof:
Words Meanings
- ----- --------
the Memorandum the Memorandum of Association of the Company as original
framed or as from tithe to time amended,
the Act the International Business Companies Act 1990 including any
Statutory modification of re-enactment thereof for the time
being in force;
the Seal the Common Seal of the Company, any Overseas Seal or any
Securities Seal authorised in accordance with Article 121
titles these Articles of Association an originally framed or as
from time to time amended,
"written" or any term of like import includes word* typewritten, Printed,
painted, engraved lithographed, photographed Or represented at reproduced by any
mode or representing or reproducing words in a visible form, including telex,
telegram, cable or other form of writing produced by electronic communication.
Save as aforesaid, words or expressions contained in these Articles shall bear
the same meanings as in the Act but: excluding any statutory modification
thereof not in force when these Articles become binding on the Company.
Words importing the singular number shall include the plural number and vice
versa: words importing the masculine gender shall include the feminine and
neuter genders respectively: words Importing persons shall include bodies
corporate and unincorporated associations of persons.
A reference to money I in these Articles is a reference to the currency of the
United States of America unless otherwise stated.
9
2. OFFICES
----------
The company shall at all times have a registered office in Belize, a Company may
have an office or offices at such other place or places within or outside as the
directors may from time to time by resolution of the directors appoint at the
business of the Company may require.
3. REGISTERED SHARES
--------------------
SECTION 1
The Company shall issue to every member holding registered shares in the Company
a certificate signed by a dirrector Or officer at the Company anti under the
Seal specifying the share or shares held by him.
SECTION 2
Any member receiving a share certificate for registered shares shall indemnify
and hold the Company and Its directors and officers harmless from any lore or
liability which it be they may incur by reason of the wrongful or fraudulent us*
made by any person 'by virtue of the possession thereof. if a share certificate
for registered shares is worn out or lost it may be renewed on production of the
worn out certificate or on satisfactory proof Of its 105B together with such
indemnity as may be required by a resolution of the directors.
SECTION 3
If several persons are registered as joint holders or any shares, -ny one Of
such persons may give an effectual receipt for any vidend payable in respect of
such shares.
4. BEARER SHARES
----------------
SECTION I
Subject to a request for the issue of bearer shares and to the payment of the
appropriate consideration for the shares to be issued, the Company way, to the
extent authorised by the Memorandum, issue bearer shares to, and at the expense
of, such person as shall be specified in the request. The Company may also, upon
receiving a request in writing accompanied by the share certificate for the
shares in question, exchange registered shares far bearer shares or may exchange
bearer shares for registered shares. Such request served or. the Company by the
holder of bearer shares shall specify the name and address of the person to be
registered and unless the request Lr delivered in person by. the bearer shall be
Authenticated an hereinafter provided. Such request served an the Company by the
holder of bearer shares
10
BELIZE
THE INTERNATIONAL
BUSINESS
COMPANIES ACT
MEMORANDUM OF
ASSOCIATION
of
EQUITY FINANCE HOLDING CORPORATION.
An International Business Company
1. Name: EQUITY FINANCE HOLDING CORPORATION
2. Registered: 56 Regent Street, Belize City, Belize
Office
3. Registered: UNITED OFFSHORE SERVICES LIMITED, 56 Regent
Street, Belize City, Belize.
4. Objects of: The object of this company is to engage
Company any or activity not prohibited by Law.
5. Currency of: The shares in the company shall be issued
Shares in the currency of the United States of America.
6. Authorised: The authorised capital of the Company is
Capital $50,000.00 in the currency of United States of
America divided into 100,000,000 shares of 6. $.001
each. All shares are to he issued at par
value of $.001.
7. Classes of The Company may issue shares of different
Shares classes including common shares, preferred,
limited and redeemable shares. All the initial
authorised shares numbered 00001-50000 shall be
issued as common shares.
8. Designations: The directors of the Company are etc. authorise
Powers to fix any and all designations, powers,
Preferences, rights, qualifications, limitations
and restrictions on the shares of the Company as
they determine in their absolute discretion.
9. Issuance of Shares in the Company may be issued either
Shares as registered shares or as bearer shares.
11
The undersigned whose name and address is subscribed, is desirous of being
formed into a Company in pursuance of this Memorandum of Association.
NAME (S), ADDRESS (ES) AND DESCRIPTION(S) OF SUBSCRIBER(S)
/S/ D. Waithe
UNITED OFFSHORE SERVICES LIMITED
56 Regent Street
Belize City
Belize
Attorney-at-Law
DATED this 9th day of February, 2001
Witness to the above signature: /s/ E. Richards
56 Regent St.
Belize City
Belize
EXHIBIT 2
BELIZE
THE INTERNATIONAL
BUSINESS
COMPANIES ACT
ARTICLES OF ASSOCIATION
of
EQUITY FINANCE HOLDING CORPORATION.
An international Business Company
INTERPRETATION
1. In these Articles, unless the subject or Context otherwise requires, the
words standing in the first column of the table next hereinafter ter contained
shall bear the meanings set opposite to them respectively in the second column
thereof:
WORDS MEANINGS
The Act of the international The International Business
Business Companies Act Companies Act 1990 as amended
and every other Act for the time
being in force concerning
International Business Companies
and affecting the Company.
These Articles These Articles of Association
as now framed or as altered from
time to time by the procedure
laid out in section 16 of the
Act.
The Company EQUITY FINANCE HOLDING
CORPORATIONS
The Directors The Directors for the time being
of the Company.
The Office The registered office for the time
being of the Company.
The Agent The registered agent for the time
being of the Company.
The Seal The common seal of the Company.
Writing shall include printing lithography, photography and other modes of
representing or reproducing words in a visible form, Words importing the
singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine gender
and vice versa.
Words importing persons shall include bodies corporate and vice Versa. Save
as aforesaid, any words or expressions defined in the Act shall, except where
the subject or context forbids, bear the same meaning in these Articles,
PRIVATE COMPANY
2. The Company is an International Business company, and accordingly
(a) the right to transfer the shares of the Company is
unrestricted by these Articles; and
(b) the number of members of the Company shall be unlimited.
SHARES
3. The initial capital of the Company is $50,000.00 in the currency
of the United States of America divided into 100,000,000 shares
of $.001 each and divided into such classes as provided by clause
7 of the Memorandum of Association and the Company may from time
to time by resolution of directors exercise the powers and
provisions contained in sections 9 and 24 of the Act.
4. The shares shall be under the control of the Directors, who may
allot and issue the same to such persons on such terms and
conditions and at such times as the Directors think fit, but so
that no shares shall be issued unless the consideration in
respect of the share is fully paid.
5. The rights attached to any class of (unless otherwise provided by
the terms of issue of the shares of that class) may, whether or
right not the Company is being wound up, be varied with the
consent in writing of the holders of three fourths of the issued
shares of that classs
compelled to accept any shares or other securities whereon there
is any liability.
INDEMNITY
105. In addition to section 57 of the Act every Director or other
officer of the Company shall be entitled to be indemnified out of
the assets of the Company against all losses or liabilities which
he may sustain or incur in or about the execution of the duties
of his office or otherwise in relation thereto, and no Director
or other officer shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Company in
the execution of the duties of his office or in relation thereto.
But this Article shall only have effect in so far as its
provisions are not avoided by the Act
NAME(S), ADDRESS(ES) AND DESCRIPTION(S) OF SUBSCRIBER(S)
/S/ D. Waithe
UNITED OFFSHORE SERVICES LIMITED
56 Regent
Street, Belize City, Belize.
Attorney-at-Law
DATED this 9th day of February 2001
Witness to the above signature; /S/ E. Richards
56 Regent Street
Belize City,
Belize
shall also be accompanied by any coupons or talons which at the date as such
delivery have not become due for payment of dividends or any other distribution
by the company to the holders of such shares. allowing such exchange the share
certificate relating to the exchange shares shall be delivered an directed by
the member requesting the exchange.
SECTION 2
Bearer snare certificates Shall be under the Seal and Shall state that the
bearer is entitled to the Shares therein specified and may provide by coupons,
talons, or otherwise for the payment of dividends or other monies on the =hare=
included therein.
SECTION 3
Subject to the -provisions of the Act, the memorandum and of these Articles the
bearer of a bearer share certificate Shall be deemed to be a member of the
Company and Shall be entitled to the Same rights and privileges as he would have
had if his name had been included in the share register of the company 45 the
holder of the shares.
SECTION 4
Subject to any specific provisions in these articles, in order to exercise his
rights as a member Of the Company, the bearer Of a bearer share certificate
shall produce the bearer share certificate as evidence of his membership of the
Company. Without prejudice to the generality of the foregoing the following
rights may be exercised in-the following manner:
(a) for the purpose of excerising hie voting rights at a meeting the bearer of
a bearer shire certificate shall produce ouch certificate to the chairman
of the meeting;
(b) for the purpose of excerising his vote on a resolution in writing, the
bearer of a Nearer share certificate shall cause his signature to any such
resolution to be. authenticated as hereinafter provided;
(c) for the purpose of requisitioning a meeting of members, the bearer of a
bearer share certificate shall address him requisition to the directors and
him signatures thereon shall be duly authenticated an hereinafter provided;
and
(d) for the purpose of resolving divi dends the bearer of a bearer share
certificate shall present at ouch places as may be designated by the
directors any coupons or talone issued for such purpose, or shall I present
the bearer share cert if icate to any paying agent authorized to pay
dividends
SECTION 5
the signature of a bearer of a bearer share certificate shall be deemed to be
duly authenticated if the bearer of the bearer share Certificate shall produce
such certificate to a notary public or a bank manager or a director or officer
of the company (herein referred to as an "authorised person") aria If the
authorised person shall endorse the document bearing such signature with a
statement.
(a) identifying the bearer share certificate produced to him. by number and
date and specifying the number of shares and the class of share (if
appropriate) comprised therein;
(b) confirming that the signatures of the bearer of the bearer share
certificate was subscribed in his presence and that if the bearer is
representing a body. corporate he has so acknowledged and has produced
satisfactory evidence thereof;
(c) specifying the capacity in which tie is qualified aman authorised person
and, if a notary public. affixing his seal thereto or, if a bank manger,
attaching an identifying stamp of the bank of which be is a manager.
SECTION 6
Notwithstanding any other provisions of theses Articles, at any time, the bearer
of a bearer &haze certificate may deliver the certificate for such shares into
the custody of the Company at its registered office, whereupon the Company shall
issue a receipt therefore under the seal signed by a director or officer
Identifying by name and address the person delivering such certificate and
specifyIng the date and number of the bearer share certificate so deposited and
the umber of shares comprised therein. Any such receipt may be used by '0 person
named therein for the purpose of exercising the rights vested in the shares
represented by the bearer share certificate of deposited shall be returned to
the person named in the receipt or his personal representative (if such person
be dead) and thereupon the receipt Issued therefor shall be of no further effect
whatsoever and shall be returned to the company for cancellation or, it it has
been lost or mislaid, Such indemnity am may be required by resolution of the
directors shall be given to the Company.
SECTION 7
the bearer of a bearer share certificate shall for all purposes be deemed to be
the owner of the shares comprised in such certificate and in no circumstances
shall the Company or the chairman of may meeting of members or the Company's
registrars or any director or officer of the Company or any authorized person be
obliged to enquire into the circumstances whereby a
bearer share certificate came into the hands of the Dearer thereof, or to
question the validity or authenticity of any action taken by the bearer of a
bearer share certificate Whose Signature has been authenticated as provided In
Section 5 above.
SECTION 8
It the bearer of a bearer share certificate shall be a company, then all the
rights exercisable by virtue of such shareholding may be exercised by an
individual duly authorized to represent the company but unless such individual
shall acknowledge that he in representing a company and shall produce upon
request satisfactory evidence that he is duly Authorized to, represent the
company, the individual shall for all purposes hereof be regarded as the holder
or the shares in any bearer share certificate held by him.
SECTION 9
The directors may provide for payment of dividends to the holders of hearer
shares by coupon or talons and in such event the coupons or talon* %hall be in
such form -and payable at such time and in such time and !a such place or places
an the directors shall resolve. The Company shall be entitled to recognize the
absolute right of the bearer of any coupon or talon issued as aforesaid to
payment of the dividend to which it relates and delivery of the coupon or talon
to the Company or Its agents Shall constitute In all respects a good and final
discharge of the Company in respect of Such dividend.
SECTION 10
It any bearer share certificate, coupon or talon be worn out or defaced, the
directors may, upon the surrender thereof for cancellation, issue a now one In
its stead, and if any bearer share certificate coupon or talon be lost or
destruction be established to their satisfaction, and upon such indemnity being
given to the Company as it shall be resolution of the directors determine, issue
a now bearer share certificate in its stead, and in either came on Payment of
such sum as the Company may from time to time by resolution of the directors
require. In case of loss or destruction the person to whom such new bearer share
certificate, coupon or talon Is Issued shall also bear and pay to the Company
all expenses incidental to the Investigation by the Company Of the evidence of
such long or destruction and to Such Indemnity.
5. SHARES - ISSUE, TRANSFER AND TRANSMISSION
--------------------------------------------
SECTION 1
Subject to the provisions of the Act, the Memorandum, these Articles and any
resolution of the members of the Company any issued shares; of the Company shall
be at the disposal of the directors who may, without prejudice to any rights
previously conferred on the holders of any existing shares or class or series of
Shares, offer, allot, grant options over or otherwise dispose of the shares to
such Persons, at such times and upon such terms and conditions as the directors
may determine.
SECTION 2
The Company shall issue certificates in respect of its shares, whether
registered shares or bearer sharer. No notice of a trust, whether expressed,
implied or constructive, shall be entered in the share register of the company.
SECTION 3
The directors may refuse to register any transfer of share-, in favor of more
than four parsons Jointly
SECTION 4
The registration of transfere of shares may be suspended and the share registrar
closed at ouch timer and for such periods as the company may from time to time
by resolution of the directors determine provided always that such registration
shall not be suspended and the share register closed for more than 60 days in
any period of 12 months
SECTION 5
The executor of administrator of a deceased member, the guardian of an
incompetent member of the trustee of a bankrupt member shall be the only person
recognized by the Company as having any title to his shares but they shall not
be entitled to exercise any rights as a member of the company until they have
proceeded as set forth in the Act and in Section 6 below.
SECTION 6
Any person becoming entitled by operation of law or otherwise to a share or
shares in consequence of the death, incompetence Or bankruptcy of any member
may be registered as a member upon such evidence being produced as may
reasonably be - required by the directors An application by any such persons
to be registered a% a member shall be deemed to be a transfer of shares of the
deceased, incompetent or bankrupt member and the directors shall treat it', as
such.
SECTION 7
The directors may make such rules and requlations as are in accordance with the
Act, the Memorandum and these Articles and as they may deem expedient concerning
the issuance and transfer of Certificates representing shares of the Company and
may appoint transfer agents or registrar. or both, and may require all share
certificates to bear the signatures of either or both of the foregoing. Nothing
herein shall be construed to prohibit the Company from acruing on its own
transfer agent at any of Its offices.
6. MEETINGS OF MEMBERS
----------------------
SECTION I
The Company may hold once in every calendar year an annual meeting at such time
and place as may be designated in the notice of meeting
SECTION 2
All meetings of members other then annual meetings shall be called Special
meetings. The directors may call special meetings and, on the requisition of
members pursuant to the provision& of the Act, shall forthwith proceed to call a
special mating for a date not later than eight weeks after receipt of the
requisition.
SECTION 3
Meetings of the members shall be held at such place either within or without
Belize am may be fixed from time to time by the directors or if no such place
has been fixed, such place an shall be stated in the notice of any such meeting.
SECTION 4
written notice of the time, place and, as far es practicable, purposes of each
meeting of the members Shall be given by any director of by the Secretary and
shall be served in the manner required by Article is Section I to each member
entitled to vote at Such meeting.
SECTION 5
Each meeting of the members shall be preceded over by the Chairman of the board
of directors (if any) or. In his absence, by such person as my he designated
from time to time by the board of directors or, in the absence of Such person or
If there shall be no such designation, by a .,hairman to be chosen at the
meeting. The Secretary shall act as secretary of each meeting of the members or,
if he shall not be present, such person as may be designated by the board of
directors shall act as much secretary or, in the absence of such person or if
there shall be no such designation, a secretary shall he chosen at the meeting.
SECTION 6
Without prejudice to Section 17 below, at all, Meetings of the members two
persons entitled to vote upon the business to be transacted, each being a,
member or a proxy for a member or a duly authorized represe ntat ive of a
corporation, shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by the Act, by the
Memorandum or by these Articles.
SECTION 7
No business shall be transacted at any meeting of the members unless a quorum is
present. IF such quorum is not present within half an hour from the time
appointed for the meeting, or if during a meeting such a quorum ceases to be
present, the meeting shall stand adjourned from time to time until a quorum
shall attend or to such time and place an the directors may determine. SECTION a
The chairman may, with the consent of a meeting at which quorum is present (and
shall If so. directed by the meetings), adjourn the meeting from time to time
and from place to place but no business shall be transacted at an adjourned
meeting other than business which might Properly have been transacted at; the
meeting had the adjournment not taken place. when a meeting Is adjourned for
fourteen days or more notice shall be give of the adjourned meeting in
accordance with Section 4 above. otherwise It shall not be necessary to give any
such notice.
SECTION 9
A directors shall, notwithstanding that he is not a Member, be entitled to
attend and speak at any meeting of the members and at any separate meeting of
the holders of any class of shares in the company.
SECTION 10
A revolution put to the vote of a meeting of the members shall be decided on a
show of hands unless before, or on the declaration of the result of, the show of
hands a poll is duly demanded. subject to the provision of the act or the
Memorandum, a poll may be demanded
(1) by the chairman of the meeting or
(2) by at least two members having the right to vote A meeting; or
(3) by a member or member= representing Act less than 10 per cent, or
the total voting rights of all the, Members having the right to
vote at the meeting;
and a demand by a person &a proxy for a member shall be the Game as a demand by
the member.
SECTION 11
Unless a poll is duly demanded a declaration by the chairman that a resolution
has been carried or carried unanimously, or by a particular majority, or lost,
or net carried by a particular majority and an entry to that effect in the
minutes of the, meeting shall be conclusive evidence of the fact without. proof
of the number of proportion of the votes recorded in favour Of Or against the
resolution.
SECTION 12
The demand for a poll may, before the poll is taken, be withdrawn but Only with
the consent of the chairman and a demand so withdrawn .shallnot be taken to have
invalidated the result of a show of hands declared before the demand was made.
SECTION 13
A poll shall be taken as the chairman direct& and he May appoint scrutineers
(who need not be members) and fix a time and place for declaring the result of
the poll- The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded
SECTION 14
In the case of an equality of votes whether an a show of hands or an a poll, the
chairman shall be entitled to a casting vote in addition to any or-her vote he
may have.
SECTION IS
A poll demanded on the election of a chairman or an a question of adjournment
shall he taken forthwith; a poll demanded on any other question shall be taken
either forthwith or at such time and place as the chairman directs not being
more than thirty days after the poll is demanded. The demand for a poll shall
not prevent the continuance of a meeting for the transaction of any business
other than the question on which the poll was demanded. If a poll is demanded
before the declaration of the result of a show of hands and the demand is duly
withdrawn, the meeting shall continue as if the demand had no" been made.
SECTION 16
No notice need be given of a poll not taken forthwith if the time and place at
which it is to be taken are announced at the meeting at which it to demanded. .
in any other case at lease seven days' notice shall be given specifying the time
and place at which the poll is to be taken,
SECTION 17
If the Company shall have only one member then, provided that such member
represents, in person or by proxy, a majority of the shares of the company
issued and outstanding that: members shall have full power to represent and act
on behalf of the members of the Company a nd the provisions herein contained for
meetings of the members shall not apply A, member An aforesaid shall record In
writing by signing a note or memorandum all matters requiring a resolution of
members of the Company and such act shall. be deemed a resolution that has been
carried unanimously by the members of the company having the right to vote upon
the matter in question. Such a note or memorandum shall be in lieu of minutes of
a meeting and shall constitute sufficient evidence of such resolution for all
purposes.
2. VOTINC AND PROXIES
---------------------
SECTION I
At each meeting of the members, if there shall be a quorum, 4 majority Of the
vote& cast at such meeting by the holders of Shares entitled to vote thereon,
and present in person or by proxy, shall decide all matters brought before such
meeting, except as otherwise provided by the Act, by the Memorandum or by these
Articles.
SECTION 2
Subject to any rights or restrictions attached to any class of shares and to any
provisions of the Act regarding joint ownership of shares, at any meeting of the
Company each member present in person shall be entitled to one vote on any
question to be decided on a show of hands and each member present in person by
proxy shall be entitled an a poll to one vote for oath share hold by him. A
member shall be deemed to be present if he participates by telephone or other
electronic means in the manner required by the act In which event he shall be
deemed to have raised or failed to raise his hand on a show of hands and to have
voted. either for, against or abstained on a poll as communicated by the
participant by telephone or other electronic means as appropriate, at the time
of the vote in question. Any failure so to communicate by the participant shall
he deemed to be a failure to raise his hands an a show of hands and an
abstention on a poll on the vote in question.
SECTION 3
No objection shall be raised to the qualification of any vote except at the
meeting at which the vote objected to is tendered. Any objection made in due
time shall he referred to the chairman of the meeting whose decision shall be
Final and conclusive.
SECTION 4
The instrument appointing a proxy shall be in writing under the hand Of the
appointer or of is attorney, or, if such appointer is a company either under the
hand of any duly appointed director or officer of such company or under its
common seal. ile instrument appointment a proxy shall be in any usual or
common form or any other form which the directors shall from time to time
approve or accept no person shall be appointed a proxy who is not a member.
SECTION 5
The provisions of Section 4 above are In addition to and not in derogation of
any other statutory or other provision enabling a company (wherever
incorporated) which in member of this Company to authorise a. person to act as
its representative at a meeting of the members of the company.
SECTION 6
An instrument either appointing a proxy or evidencing an authorization made in
the manner referred to in Section 4 above shall be left with the Secretary not
loss than 24 hours, or such shorter time as may be stated in the form of proxy
circulated with the notice of the meeting before the holding of the meeting or
adjourned meeting, as the case may be, at which the person named in such
instrument proposes to vote.
S. DIRECTORS
------------
SECTION I
The first directors of the Company shall be elected by the subscribers to the
Memorandum; and thereafter, new directors Shall elected by the member or by the
existing directors for such term as the members or the directors, respectively,
shall determine.
SECTION 2
The minimum number of directors shall be one and the maximum shall be ten.
SECTION 3
Each director shall hold office for the term, if any, fixed. by resolution of
the members or directors, as appropriate, or until his earlier death,
resignation or removal.
SECTION 4
Any director may be removed from office, with or without cause, by a resolution
of the members or a resolution of the directors.
9.POWERS OF DIRECTORS
---------------------
SECTION I
The business and affairs o f the Company shall be managed by a board of
directors which shall consist of one or more persons who may be individuals at
companies. The directors may pay all expenses incurred preliminary to and in
connection, with the formation, incorporation and registration of the Company
and may exercise all such powers; of the Company as are not by the Act or by the
Memorandum on by these Articles required to be exercised by the members or any
other person, subject to any delegation of such powers A* may be authorized by
these Articles and ea Duch requirements as may be prescribed by a resolution Of
member; but no requirement made by a resolution of members shall prevail if it
be inconsistent with the Act, the Memorandum or these Articles nor shall such
requirement invalidate any prior act of the directors which would have been
valid it such requirement had not been made.
SECTION 2
Any director which is. a body corporate may, appoint any person its duly
authorized representative for the purpose of representing it at meetings of the
board of directors or with respect to written consents of the directors.
SECTION 3
The continuing directors may act notwithstanding any vacancy in their body.
SECTION 4
All cheques promissory notes, drafts, bills of exchange and other negotiable
instruments and all receipts for monies paid to the company , shall he signed
drawn, accepted, endorsed or otherwise executed, am rho case may be, in such
manner as shall from time to time be determined by resolution of the directors.
10. PROCEEDINGS OF DIRECTORS
----------------------------
SECTION I
The directors of the Company or any committee thereof may meet at such timer and
in such mariner and places within or outside Belize as the directors may
determine to be necessary or desirable.
SECTION 2
A director shall be given not less than I day's notice of meetings of directors,
but a meeting of directors held without I day's notice having been given to all
directors shall be valid it a majority of the directors entitled to vote at the
meeting waived notice Of the meeting and for this purpose, the presence of a
director at the meeting shall be deemed to constitute a waiver an his Part.
SECTION 3
Without prejudics to section 4 below, a meeting of director* IN property
constituted for all purposes If at the commencement of the meeting there are
present in person or by alternate not less than one half of the total number of
directors unless there are only two directors in which case the quorom shall be
two.
SECTION 4
It the Company shall have only one director the provisions herein contained for
meeting of the directors shall not apply but such sole director shall have full
power to represent and act for the Company in. all matters an are not by the hot
or Memorandum or theme Articles required to be exercised by the members of the
Company and in lieu of minutes of A meeting shall record in writing a" sign a
note or memorandums or all matters requiring a resolution of directors, Such e a
resolutions of the directors and shall constitute Sufficient evidence Of Duct
resolution "Or a11 purposes
SECTION 5
At every meeting of the board of director the Chairman of the board of directors
shall preside as chairman of the meeting If there is no Chairman of the board of
directors or if the Chairman of the board or director is not present at the
meeting the directors present shall choose someone of their number to be
chairman of the meeting.
The meeting and proceedings of any committee of directors %hall be governed
mutatis mutatdis by the provisions of there Articles regulating the proceeding
of directors so far as It-he tame are not superseded by any provisions in the
resolution establishing the committee.
11. OFFICERS
------------
SECTION 1
The company may by resolution of directors appoint officers of the company at
much times at shall be considered necessary or expedient. such officers may
consist of a Chairman of the board of directors, a vice-chairman of the board of
directors President and one or more vicepresidents, Secretary and Treasurer and
much other officers as may from time to time be deemed desirable. Any number of
offices may so held by the came person
SECTION 2
The emoluments of all the officers shall be fixed by resolution of the
directors. subject to the Act, the Memorandum and these Articles, the officers
shall perform ouch duties as shall be prescribed at the time of their
appointment subject to any modification in much duties as may be proscribed
thereafter by resolution of the directors or resolution of the members., but in
the absence of any specific allocation of duties it $hall be the responsibility
of the Chairman of the board of directors to reside at meetings of directors and
members, the vice-chairman to act in the absence of the Chairman, the President
to manage the day to clay affairs of the Company, the vice-presidentr to act in
order of Seniority but otherwise to perform ouch duties an may be delegated of
them by the President, the Secretary to maintain the share Register, minute
books and records (other than financial records) of the Company and to ensure
compliance with sit procedural requirements imposed on the company by applicable
law, and the Treasurer to be responsible for the financial affairs of the
Company.
SECTION 3
The officers of t he Company shall hold office until their successors are duly
elected and qualified, but any officer elected or appointed by the directors may
be removed at any time, with or without cause, by resolution of directors. Any
vacancy occurring in any office of the company may be filled by resolution of
the directors.
12. SEAL
--------
The directors shall provide for the safe custody of the Seal. The Seal when
affixed to any written Instrument. shall be witnessed by a director of any other
person so Authorized from time to 'time by resolution of directors. The
directors may provide for A facsimile of the Seal and of the Signature of any
director or authorised person hich may be reproduced by printing Or other Means
on any instrument and it shall have the same force and validity as If the Seal
had been affixed to such Instrument and the same had been signed as hereinbefore
described.
SECTION 2
The company may have for use in any territory, district or place elsewhere than
in Belize at% official meal (the overseas Seat"), which shall be a facsimile of
its common seal. A deed or Other document to which the Overseas coal is duly
affixed shall bind the Company as if it had been coaled ith the common real of
the company
SECTION 3
The Company may have for use for sealing securities Issued by the Company and
for sealing documents creating or evidencing securities so issued an official
coal (the "sucurities Seal") which in a facsimile of the common seal of the
Company with the addition on its face of the word Securities Each certificate to
whith the Securities Seal shall be affixed need not bear any signature.
13. DIVIDENDS
-------------
SECTION I
The Company may be a resolution of the directors declare and pay dividends in
money, shares, or other property but dividends shall only be declared and paid
out Of surplue In the event that dividends are paid in specie the directors
shall have responsibility for establishing and recording In the resolution of
directors authorizing the dividends, a fair Ind proper value for the asset to be
so distributed.
SECTION 2
The director may from time to time pay to the members such interim dividends an
appear to the directors to be justified by the profits a: the Company.
SECTION 3
The directors may, before declaring any dividend, set aside out of he profits Of
the Company such sum as they think proper as A reserve fund, and may invest the
sum so set apart as a reserve fund upon such securities as they may select.
SECTION 4
Notice of any dividend that may have been declared shall be g v to each member
in the manner mentioned in Article 15 Section I and all dividends unclaimed for
three years after having been declared may be forfeited by resolution of the
directors for the benefit Of the, Company.
SECTION 5
No dividend shall bear interest as against the Company.
14.AUDIT
--------
SECTION I
The Company may by resolution of the members call for any accounts of the
Company to be examined by auditors.
SECTION 2
The first auditors shall be appointed by resolution of this directors,
subsequent auditors Shall be appointed by a resolution of the members
SECTION 3
The auditors may be members of the Company but no director or other officer
shall be eligible to be an auditor Of the company during his Continuance in
office,
SECTION 4
The remuneration of the auditors of the Company.
(a) in the case of auditors appointed by the directors, may be fixed by
resolution of the directors;
(b) subject to the foregoing shall be fixed by resolution of the members or in
such manner as the Company may by resolution of the members determine.
SECTION 5
Every auditor of the company shall have a right of access at all times to the
books of account and vouchers of the company, and shell be entitled to require.
from the directors and officers of the Company such Information and explanations
as he thinks necessary for the performance of the duties of the auditors
SECTION 5
The auditors of the Company shall be entitled to receive notice of, and to
attend any meetings Of members of the Company at which the Company's profit and
loss account; and balance sheet are to be prepared.
15. NOTICES
-----------
SECTION 1
Any notice, information or written statement to be given by the Company to
member* must be served, in the case of members holding regsitered shares,
personally or sent by mail or by telegraph, cable telex, facsimile transmission
or similar communications equipment. if served other than in person. such notice
shall be directed to each member at his address as it appears on rho share
regsiter of the, Company unless he shall have filed with the Secretary prior to
ouch service a written request that notices intended for him be served at some
other, address, in which case It shall be directed to the address designation in
such request In, The case of members holding shares issued to bearer, any such
notice, information or written statement must be served in the manner required
by the memorandum and/or by publication in a newspaper in Belize in such other
newspaper (if any) as the directors Consider to be appropriate and in a
newspaper in the place where the Company has its principal office, it different.
SECTION 2
Any summons, notice, order, document, process Information Or written statement
to be served on the Company may be served by leaving it, or by sending it by
registered mail addressed to the Company, as its regsitered office or be leaving
It with, or by sending it by registered mail to, the registered agent of the
Company.
SECTION 3
service of any summons notice order, document, process, Information or written
Statement to be served on the Company may be proved by showing that the summons,
notice, order, document, process. information or written statement was mailed in
much time a* to admit to its being delivered In the normal course of delivery
within rho period prescribed for service and.was correctly addressed and the
postage was prepaid.
AMENDMENTS
Those Articles may only be altered, repealed or replaced by resolution of the
members of the Company.
For the purpose of incorporating An International business Company under the
law% of Belize the parson whose name and address is But out below as Subscriber
hereby subscribes its name to these Articles of Association in the presence of
the undersigned withness
WITNESS SUBSCRIBER
/s/ F. MARSHALLETK /s/ DICKIE BRADLEY
- -------------------------- ------------------------------
Name: F.MARSHALLETK Name DICKIE BRADLEY
Address: 2A King Street Address. 2A king Street
Belize City, Belize
Central America
BELIZE CITY DICKIE BRADLEY
- -------------------------- ------------------------------
BELIZE
- -------------------------- ------------------------------
Date: 25 FEB 1998 DATE: 25 FEB 1998
--------------------- --------------------------