37
General Meeting.
Special resolution.
The office of the Company.
The common seal.
Month.
In writing.
Singular number includes plural.
Plural number includes singular.
Masculine gender includes feminine gender.
Objects.
Management.
Board may delegate its functions.
Capital.
Increase of capital.
Disposal of new shares.
New capital to be subject to same provisions as original capital.
10-
"General Meeting" means a General Meeting of the Shareholders, whether Ordinary or Extraordinary.
"Special resolution" means a special resolution of the Company passed in accordance with Section 50 of The Companies' Ordinance 1865.
"The office of the Company" means the registered office in the Colony of the Company from time to time.
"The common seal" means the common seal from time to time of the Company.
"Month" means a calendar month.
"In writing" means written or printed, or partly written and partly printed.
Words importing the singular number include the plural number.
Words importing the plural number include the singular number.
Words importing the masculine gender only include the feminine gender.
OBJECTS AND MANAGEMENT.
3. The objects of the Company are those expressed in the Memorandum of Association.
4. The business of the Company shall be managed and carried on by the Board, who may at all times, in addition to the powers and authorities by these Articles expressly conferred upon it, exercise all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as may be exercised, given, made or done by the Company, and are not expressly directed to be exercised, given, made or done by the Company in meeting, subject nevertheless at all times to the Ordinances, and to these Articles, and to such regulations (if any) as shall from time to time be prescribed by the Company in meeting, but no regulation made by the Company in meeting shall invalidate any prior act of the Board which would have been valid if no such regulation had been made. The Board may at any time and from time to time delegate to the Managing Directors all, or any, or either of its functions, duties, powers and authorities, for such period, and in such manner, as it shall think fit.
CAPITAL AND INCREASE OF CAPITAL.
5. The capital shall consist of two million and five hundred thousand dollars, divided into twenty-five thousand shares of one hundred dollars each, to be paid in manner herein provided. The Company may from time to time by special resolution increase the capital by the issue of new shares of such amount, and for such respective sums as it thinks expedient.
6. Subject to any direction to the contrary that may be given by the meeting sanctioning the increase of capital, all new shares shall be disposed of by the Board in such manner as it shall think most beneficial to the Company.
7. Any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the same provisions as those to which the original capital is subject.
11
SHARES.
8. An application signed by or on behalf of the applicant for shares, followed by an allotment of any shares thereon, shall be an acceptance of shares within the meaning of these Articles, and every person who thus, or otherwise, accepts any share, and whose name is on the Shareholders' Register, shall, for the purposes of these Articles, be a Shareholder.
9. Every Shareholder shall be entitled to a certificate under the common seal and the hands of two of the Directors and the Secretary specifying the share or shares held by him and the amount paid thereon.
10. If any such certificate be worn out or lost it may be renewed; provided such evidence as the Board shall deem reasonable be afforded of the title of the person applying for the renewal.
11. The Company shall have a first and paramount lien upon all the shares of any Shareholder, and on all monies payable in respect thereof, for all monies due to the Company either from him alone, or jointly with any other person, and, where a share is held by more persons than one, the Company shall have a lien thereon for all monies due to it from all or any of the holders thereof.
12. If any share shall stand in the names of two or more persons, not being the partners of a firm, the person first named in the Shareholders' Register, if in the Colony, or, in his absence, the next named person who shall be then in the Colony, shall as regards voting at any meetings, receipt of dividends, interest and bonus, services of notices, and all or any other matters connected with the Company, except the transfer of the share, be deemed to be the sole owner thereof.
13. No share shall be sub-divided.
14. The Company shall not be bound by, nor be bound to recognize any equitable, contingent, future or partial interest in any share, nor (except only as is by these Articles otherwise provided) any other right in respect of a share than an absolute right thereto in accordance with these articles in the person, firm, Company or Corporation from time to time registered as the holder thereof.
15. No Shareholder who shall change his name or place of abode, or, being a female, shall marry, and no husband of any such last mentioned Shareholder shall be entitled to receive any dividend, or to vote, until notice in writing of the change of name, abode, or marriage shall have been given to the Company in order to its being registered.
16. Each Shareholder shall leave in writing at the office of the Company an address to which all notices may be addressed to him, and which for all purposes shall be considered as the registered address of such Shareholder, and in default of any Shareholder leaving such address the General Post Office of the Colony shall for all purposes be considered as the registered address of such shareholder.
17. The name and place of abode, and the above-mentioned address in Hongkong of every Shareholder, together with the number of shares held by him shall from time to time be entered in a book to be kept for that purpose and called "The Shareholder's Register."
18. No shareholder, whether an individual, firm, Company or Corporation shall be entitled to hold at any one time more than two thousand five hundred shares.
TRANSFER AND TRANSMISSION OF SHARES.
19. The Company shall keep a book to be called the Register of Transfers, and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share.
37
General Meeting.
Special resolution.
The office of the Company.
The common sesl
Month.
ia writing.
Singular number includes plural.
Mural number includes Blogular.
Masculine gender includes feminine gender,
Objects.
Management.
Board may delegate its functions.
Capital.
Increase of capital,
Disposal of new shares.
New capital to be subject
to same provisions a
original capital.
10-
"General Meeting" means a General Meeting of the Shareholders, whe-
ther Ordinary or Extraordinary.
"Special resolution " means a special resolution of the Company passed
in accordance with Section 50 of The Companies' Ordinance 1865. "The office of the Company" means the registered office in the Colony
of the Company from time to time.
"The common seal »
Company.
means the common seal from time to time of the
"Month" means a calendar month.
"In writing" means written or printed, or partly written and partly
printed.
Words importing the singular number include the plural number. Words importing the plural number include the singular number. Words importing the masculine gender only include the feminine gender
OBJECTS AND MANAGEMENT.
3. The objects of the Company are those expressed in the Memorandum of Association.
4. The business of the Company shall be managed and carried on by the Board, who may at all times, in addition to the powers and authorities by these Articles expressly conferred upon it, exercise all such powers, give all such con- sents, make all such arrangements, and generally do all such acts and things as may be exercised, given, made or done by the Company, and are not expressly di- rected to be exercised, given, made or done by the Company in meeting, subject nevertheless at all times to the Ordinances, and to these Articles, and to such regulations (if any) as shall from time to time be prescribed by the Company in meeting, but no regulation made by the Company in meeting shall invalidate any prior act of the Board which would have been valid if no such regulation had been made. The Board may at any time and from time to time delegate to the Managing Directors all, or any, or either of its functions, duties, powers and authorities, for such period, and in such manner, as it shall think fit.
CAPITAL AND INCREASE OF CAPITAL.
5. The capital shall consist of two million and five hundred thousand dollars, divided into twenty five thousand shares of one hundred dollars each, to be paid in manner herein provided. The Company may from time to time by special resolution increase the capital by the issue of new shares of such amount, and for such respective sums as it thinks expedient.
6. Subject to any direction to the contrary that may be given by the meeting sanctioning the increase of capital, all new shares shall be disposed of by the Board in such manner as it shall think most beneficial to the Company.
7. Any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the same provisions as those to which the original capital is subject.
11
་
SHARES.
8. An application signed by or on behalf of the applicant for shares, Acceptance of shares. followed by an allotment of any shares thereon, shall be an acceptance of shares within the meaning of these Articles, and every person who thus, or otherwise, accepts any share, and whose name is on the Shareholders' Register, shall, for the purposes of these Articles, be a Shareholder.
9. Every Shareholder shall be entitled to a certificate under the common seal and the hands of two of the Directors and the Secretary specifying the share or shares held by him and the amount paid thereon.
Certificate.
10. If any such certificate be worn out or lost it may be renewed; provided Renewst of certificate. such evidence as the Board shall deem reasonable be afforded of the title of the person applying for the renewal.
shares.
11. The Company shall have a first and paramount lien upon all the Company to bare lien on shares of any Shareholder, and on all monies payable in respect thereof, for all monies due to the Company either from him alone, or jointly with any other person, and, where a share is held by more persons
than one, the Company shall have a lien thereon for all monies due to it from all or any of the holders thereof.
12. If any sharo shall stand in the names of two or more persons, not being the partners of a firm, the person first named in the Shareholders' Register, if in the Colony, or, in his absence, the next named person who shall be then in the Colony, shall as regards voting at any meetings, receipt of dividends, interest and bonus, services of notices, and all or any other matters connected with the Company, except the transfer of the share, be deemed to be the sole owner thereof.
13. No share shall be sub-divided.
14. The Company shall not be bound by, nor be bound to recognize any equitable, contingent, future or partial interest in any share, nor (except only as is by these Articles otherwise provided) any other right in respect of a share than an absolute right thereto in accordance with these articles in the person, firm, Company or Corporation from time to time registered as the holder
thereof.
First named of joint holders to be deemed owner except for transfer.
No:sub-division of shares.
No interest other than that of registered holder to be recognised.
Notice to be given to the Company of change of
15. No Shareholder who shall change his name or place of abode, or, being a female, shall marry, and no husband of any such last mentioned Share-name, abode, or marriage. bolder shall be entitled to receive any dividend, or to vote, until notice in writing of the change of name, abode, or marriage shall have been given to the Company in order to its being registered.
Shareholder to leave
address at office of
16. Each Shareholder shall leave in writing at the office of the Company an address to which all notices may be addressed to him, and which for all Company. purposes shall be considered as the registered address of such Shareholder, and in default of any Shareholder leaving such address the General Post Office of the Colony shall for all purposes be considered as the registered address of such shareholder.
17. The name and place of abode, and the above mentioned address in Shareholder's Register. Hongkong of every Shareholder, together with the number of shares held by him shall from time to time be entered in a book to be kept for that purpose and called "The Shareholder's Register."
18. No shareholder, whether an individual, firm, Company or Corporation shall be entitled to hold at any one time more than two thousand five hundred shares.
TRANSFER AND TRANSMISSION OF SHARES.
Limit on holding shares.
19. The Company shall keep a book to be called the Register of Transfers, Register of Transfers. and therein shall be fairly and distinctly entered the particulars of every trans-
fer or transmission of any share.
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