正利控股有限公司
(adopted by written resolution passed on 10 March 2016)The name of the Company is Ching Lee Holdings Limited and its dual foreign name is 正利控股有限公司.
The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:
to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;
to act as an investment company and for that purpose to subscribe, acquire, hold, dispose, sell, deal in or trade upon any terms, whether conditionally or absolutely, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any
other manner and whether or not fully paid up, and to meet calls thereon.
Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (Revised).
Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of each member is limited to the amount from time to time unpaid on such member's shares.
The share capital of the Company is HK$100,000,000 divided into 10,000,000,000 shares of a nominal or par value of HK$0.01 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Law (Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.
The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.
The Companies Law (Revised) Company Limited by Shares
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
Ching Lee Holdings Limited
正利控股有限公司
(Adopted pursuant to written resolutions passed on 10 March 2016)
SUBJECT Table A | I N D E X | Article No. 1 |
Interpretation | 2 | |
Share Capital | 3 | |
Alteration Of Capital | 4-7 | |
Share Rights | 8-9 | |
Variation Of Rights | 10-11 | |
Shares | 12-15 | |
Share Certificates | 16-21 | |
Lien | 22-24 | |
Calls On Shares | 25-33 | |
Forfeiture Of Shares | 34-42 | |
Register Of Members | 43-44 | |
Record Dates | 45 | |
Transfer Of Shares | 46-51 | |
Transmission Of Shares | 52-54 | |
Untraceable Members | 55 | |
General Meetings | 56-58 | |
Notice Of General Meetings | 59-60 | |
Proceedings At General Meetings | 61-65 | |
Voting | 66-74 | |
Proxies | 75-80 | |
Corporations Acting By Representatives | 81 | |
Written Resolutions Of Members | 82 | |
Board Of Directors | 83 | |
Retirement Of Directors | 84-85 | |
Disqualification Of Directors | 86 | |
Executive Directors | 87-88 | |
Alternate Directors | 89-92 | |
Directors' Fees And Expenses | 93-96 | |
Directors' Interests | 97-100 | |
General Powers Of The Directors | 101-106 | |
Borrowing Powers | 107-110 | |
Proceedings Of The Directors | 111-120 | |
Managers | 121-123 | |
Officers | 124-127 | |
Register of Directors and Officers | 128 | |
Minutes | 129 | |
Seal | 130 | |
Authentication Of Documents | 131 |
Ching Lee Holdings Ltd. published this content on 14 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 September 2017 11:43:04 UTC.
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