Table A not to apply.
Company to adopt Agreement.
Number of members limited.
Company not to buy its own shares.
Commence- ment of business.
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2. The Regulations contained in Table A in the First Schedule to the Companies Ordinance 1911 (No. 58 of 1911) of the Legislature of Hongkong shall not apply to this Company.
3. The Company shall forthwith enter into an agreement expressed to be made between Donald Macdonald as Vendor of the one part and this Com- pany of the other part, the draft whereof has for the purposes of identification been initialled by Herbert Johnson Gedge of Victoria Hongkong Solicitor and the Directors shall carry such agreement into effect with full power nevertheless at any time and from time to time either before or after the execution thereof to agree to any modification of the terms of such agreement, and it shall be no objection that the Vendor or Directors or any of them stand in a fiduciary position towards the Company or that the first Directors may not constitute an independent Board and every member of the Company present and future is to be deemed to join the Company on that footing.
4. The following provisions shall have effect namely:--
(a) The number of members for the time being of the Company (exclusive of persons who are for the time being in the employment of the Company) is not to exceed fifty, but where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this paragraph be treated as a single member.
(b) Any Invitations to the public to subscribe for any shares or debentures or debenture stock of the Company is hereby prohibited.
5. None of the funds of the Company shall be employed in the purchase of or lent on Shares of the Company.
Business.
6. The Head Office of the Company shall be in the Colony of Hongkong, and the registered office of the Company shall be in Hongkong, and the principal
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place of business shall be in Hongkong, and the business of the Company and its operations shall be directed and controlled from some place in Hongkong, and the business of the Company may be commenced as soon after the incorporation of the Company as the Directors shall think fit and notwithstanding that part only of the shares may have been allotted.
7. The business of the Company shall include the Business. separate objects mentioned in or within the scope or meaning of the Memorandum of Association and all matters incidental thereto and shall (subject to the provisions of these articles) be carried on by the Permanent General Manager (or by the General Manager if and when appointed under the provisions of article 135) in Hongkong (as provided for by article 136 hereof) under the direction and control of the Board who shall have full and absolute discretion- ary power and authority (but who may delegate the same to the Permanent General Manager or to the General Manager) on behalf of and in the name of the Company generally to manage conduct and control the business of the Company subject only to such control by the Members at General Meetings as is provided for by these articles or by any ordin- ance and all acts done in relation to the Company by the Board and by the Permanent General Manager or by the General Manager shall be deemed to be the acts of the Company.
branch
8. Any branch or kind of business which by the Board may Memorandum of Association of the Company or these commence articles is either expressly or by implication authorised business. to be undertaken by the Company may be under- taken by the Board at such time or times as they shall think fit, and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually commenced or not, so long as the Board may deem it expedient not to commence or proceed with such branch or kind of business.
the Directors to
9. The Permanent General Manager or General Manager, if and when appointed, shall cause Company. the Banking accounts of the Company in Hongkong
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