RENAISSANCE ASIA SILK ROAD GROUP LIMITED 中富資源有限公司*
(formerly known as Global Green Tech Group Limited) (Adopted on 25 September 2000)
(Amended pursuant to special resolutions passed on 7 November 2000, 28 November 2000, 22
October 2001, 31 May 2004, 9 June 2006, 29 June 2009, 19 February 2010 and 30 June 2011)
This is a consolidated version of the Memorandum and Articles of Association of China Billion Resources Limited not formally adopted by its shareholders at a general meeting. The English version shall always prevail in case of any inconsistency between English version and its Chinese translation.
中富資源有限公司*
THE COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF China Billion Resources Limited 中富資源有限公司The name of the Company is China Billion Resources Limited中富資源有限公司.
Amended on 30/6/2011
The Registered Office of the Company shall be at the offices of Century Yard, Cricket Square, Amended on
Hutchins Drive, P.O. Box 2681GT, George Town, Grand Cayman, British West Indies.
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 co-ordinate 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 acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debenture, 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 carrying on business, or by any government, sovereign, ruler, commissioner, 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 make payments thereon as called up or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined;
Subject to the following provisions of this Memorandum, the Company shall have and 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.
If the Company is exempted, it 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 constructed 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.
22/10/2001
The share capital of the Company is HK$800,000,000 divided into 8,000,000,000 shares of a nominal or par value of HK$0.10 each, with 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 capital subject to the provisions of the Companies Law (Revised) and the Articles of Association 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 stated to be preference or otherwise shall be subject to the powers hereinbefore contained.
We, the undersigned, are desirous of being formed into a company pursuant to this Memorandum of Association and the Companies Law (Revised), and we hereby agree to take the numbers of shares set opposite our respective names below.
Dated this 25th day of September, 2000
SIGNATURE, NAME, OCCUPATION, NUMBER OF SHARES
AND ADDRESS OF SUBSCRIBER TAKEN BY SUBSCRIBER
One
Amended on 07/11/2000;
28/11/2000;
29/06/2009; and
19/02/2010
CODAN TRUST COMPANY (CAYMAN) LIMITED,
A Cayman Islands Company of: Zephyr House
Mary Street George Town Grand Cayman British West Indies
by: Signed
Neil T. Cox and:
Signed
Theresa L. Pearson Signed
Kenneth Davis
Witness to the above signatures:
Address: Zephyr House, Mary Street, George Town, Grand Cayman, British West Indies Occupation: Secretary
I, DONNELL H. DIXON Asst. Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true copy of the Memorandum of Association of this Company duly registered on the 25th day of September, 2000
Signed
Asst. Registrar of Companies
China Billion Resources Limited issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 16:43:16 UTC
Original Document: http://www.chinabillion.net/en/doc/2016 English/(001) Memorandum and articles of association (existing articles of association) of the Company (Eng).pdf
