香港有限公司组织章程(中英文)

THE COMPANIES ORDINANCE (CHAPTER 32)公司条例（香港法例第32章）Private Company Limited by Shares私人股份有限公司MEMORANDUM OF ASSOCIATIONOFJUST& UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATIONLIMITED中正财经法律翻译有限公司的组织章程大纲First:- The name of the Company is " JUST & UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED”.Second:- The Registered Office of the Company will be situated in Hong Kong. Third: -The liability of the Members is limited.Fourth:- The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without preference, priority or special privileges, 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.第一：公司名称为“中正财经法律翻译有限公司”。

THE COMPANIES ORDINANCE (CHAPTER 32)香港法例第32章公司条例Private company limitted by shares--------------------------私人股份有限公司MEMORANDUM OF ASSOCIATIONOFFirst:--The name of the Company is "yesmida(HONG KONG)GROUPCO.,LIMITED一：本公司名称为Second:--The Registered Office of the Company will be situated in Hong Kong.二：本公司的注册办公地址位于香港。

Third:--The liability of the members is limited三：本公司成员的责任是有限的。

Fourth:--The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital,original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights orto any conditions or restrictions and so that,unless the conditions of issue shall otherwise expressly declare,every issue of shares, whether declared to be preferenceor otherwise, shall be subject to the power hereinbefore contained.四：本公司的股本为港币$10,000.00，分为10,000股每股面值港币1.00元，公司有权增加或减少上述股本及发行原本或经增加的股本的任何部份，不论该等股票是否附带优惠，优先权或特权，或是否受制于权利的延迟行使或任何条件或限制，以致(发行条件另有明文公布除外)，每次股票发行均须受制于上述所指权力，不论所发行的股票是否被公布为优先股票或其他股票。

COMPANY N O.THE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOFHOLDINGS LIMITEDAdopted by special resolution passed on 2013P RELIMINARY1.The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2.In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means these articles of association as from time to time altered by Special Resolution; Auditors means the auditors of the Company;Business Day means a day other than a Saturday on which banks generally are open in Hong Kong for a full range of business;clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company;dividend means dividend or bonus;$ or dollars means Hong Kong Dollars;the holder in relation to shares means the members whose name is entered in the Register as the holder of shares;Hong Kong means the Special Administrative Region of Hong Kong;in writing means written, or produced by any visible substitute for writing, or partly one and partly another and "signed" shall be construed accordingly;month means calendar month;Office means the Registered Office of the Company;Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory re-enactment or modification thereof for the time being in force;paid means paid or credited as paid;Register means the Register of members of the Company;Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;Secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;year means year from 1 January to 31 December inclusive;3.In these Articles:(a)unless expressly defined in the Articles, words or expressions that are defined in the Ordinancebear the same meaning as in the Ordinance but excluding any statutory modification of the Ordinance not in force when the Articles become binding on the Company;(b)references to a document being executed include references to its being executed under hand orunder seal or by any other method;(c)words denoting the singular number include the plural number and vice versa, words denotingthe masculine gender include the feminine gender and words denoting persons include corporations;(d)headings and marginal notes are inserted for convenience only and do not affect theconstruction of these Articles;(e)powers of delegation shall not be restrictively construed but the widest interpretation shall begiven to them;(f)the word Directors in the context of the exercise of any power contained in these Articlesincludes any committee consisting of one or more Directors, any Director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated;(g)no power of delegation shall be limited by the existence or, except where expressly providedby the terms of delegation, the exercise of that or any other power of delegation; and(h)except where expressly provided by the terms of delegation, the delegation of a power shall notexclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.P RIVATE C OMPANY4.The Company is a private company and accordingly:(a)the right to transfer shares is restricted in the manner hereinafter prescribed; Construction Private company restrictions(b)the number of members of the Company exclusive of persons who are in the employment ofthe Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company is limited to 50. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member;(c)any invitation to the public to subscribe for any shares or debentures of the company isprohibited; and(d)the company shall not have power to issue share warrants to bearer.本公司为私人公司,据此-a 转让股份的权利乃以下文所订明的方式受限制;b 公司的成员人数不包括受雇用于公司的人,亦不包括先前受雇于公司而在受雇用期间及在终止受雇之后,一直作为公司成员的人以50名为限;但就本条而言,凡2名或多于2名人仕联名持有公司一股或多于一股的股份,该等人仕须视为单一名成员；c 禁止任何邀请公众人仕认购公司的任何股份或债权；d 禁止公司发行不记名认股权证S HARE C APITAL5.Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by resolution determine or, subject to and in default of such determination, as the Directors shall determine.在符合本公司组织备忘录规定,且不影响任何先前赋予现有股份持有人之特别权利之情况下,本公司可依特别决议批准之不同类别股份,发行不同类别股份,附加优先、劣后或其它特别权利予该股份,或限制给予股利、表决权、剩余股本之分配或其它「特别股」6.Subject to the provisions of the Ordinance, the Company may issue shares on the terms that they are, or at the option of the Company or the holder of the shares are liable, to be redeemed on such terms and in such manner as may be provided by these Articles.在符合公司条例及本公司章程之规定下,本公司可依特别决议,经公司选择或股东发生责任时,于特殊事实或特定日期,由公司或股东选择发行行使赎回权之股份;7.Subject to the provisions of the Ordinance relating to authority and otherwise, of any resolution of the Company in general meeting passed pursuant thereto and any agreement then existing between the members relating to their relationship as members of the Company, all unissued shares shall be at the disposal of the Directors and the Directors may allot with or without conferring a right of renunciation grant options over or otherwise dispose of them to such persons, at such times and on such terms as it thinks proper. This power shall not apply to redeemable shares, which shall be governed by the provisions of Article .在不违反公司条例和公司股东大会决议的情况下,所有未发行之股份应由董事会处置按照开曼公司法,董事会可依其认为适当之时间、条款和条件,向其认为适当之对象提供分配、授与该等股份之选择权、发行凭证或其它相等之权利; Shares with special rights Redeemable Shares Disposal of sharesCommissions8.In addition to all other powers of paying commissions, the Company may exercise the powers of paying commissions conferred by the Ordinance, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Ordinance and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of such price as the case may be. Subject to the provisions of the Ordinance, such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in another. The Company may also on any issue of shares pay such brokerage as may be lawful.公司有权按公司法规定支付佣金,但应将支付或同意支付的佣金比率或数额按公司法规定的方式予以披露,且佣金比率不得超过有关股份发行价格的10 % ,或佣金数额不得超过等同于该发行价格10 ％的数额依情况而定;此种佣金可用现金支付,或用缴清股款或缴清部分股款的股票支付,或部分用现金部分用股票支付;在每次发行股票时,公司也可依法如此支付经纪费;9.Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or except only as by these Articles or by law otherwise provided any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.除法令另有规定外,本公司不承认任何人以信托持有股份;除依法令要求外,仅承认股票持有人对于股份之全部有绝对权利即使公司已受到通知,公司毋须承认或被迫承认股份之任何衡平法上的权利、有条件的、将来或股份的实际权利;除公司法、本章程之条文之规定外,亦毋须承认其它股份相关之权利,但本公司可按公司法发行部分股份的权利;V ARIATION O F R IGHTS变更股份附加之权利10.Whenever the share capital of the Company is divided into different classes of shares, the rights attached to any class may unless otherwise provided by the terms of issue of the shares of that class be varied or abrogated, whether or not the Company is being wound up, either with the consent in writing of the holders of three-fourths of the issued shares of the class, or with the sanction of a special resolution passed at a separate general meeting of such holders but not otherwise.如股本被分为不同类股,任何类别股份附加之权利除非该发行股份另有规定,可依照特别股东会决议之批准对该类股进行变更,上述决议之通过需有持有该类股之出席股东不少于四分之三之同意,包括在特别股东会议上亲自出席之股东或被委派之代表,其它则不可;11.All the provisions of these Articles relating to general meetings of the Company or the proceedings thereat including the provisions of Article shall, mutatis mutandis, apply to every separate general meeting of the holders of a class of shares, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class or, at any adjourned meeting of such holders, those members who are present in person or by proxy, whatever their holdings and the holders of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them respectively.每次特别股东会将准用公司章程内有关股东会之条文,但其法定出席人数应以该类股之发行股份股东或其代表出席之股东会,任何持有该类股之股东或其代表可要求投票表决;12.The special rights conferred upon the holders of any shares or class of shares issued with preferred or other special rights shall not unless otherwise expressly provided by these Articles or the Trusts not recognised Variation of rightsSpecial class rights in general meeting Special rights not variedconditions of issue of such shares be deemed to be varied by the creation or issue of further shares ranking equally therewith or subsequent thereto.股东所拥有的优先股的权利或其他权利,除非本章程另有明文规定,均应视为可因设立或发行同等股票而作变更;S HARE C ERTIFICATES13.Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be under a Seal and shall specify the shares to which it relates, and the amount paid up thereon. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate for each class of shares so held, and delivery of a certificate for a share to one of several joint holders shall be deemed sufficient delivery to all such holders.根据公司法规定,凡注册登记的股东均有权免费得到盖有公司印记的股权证;公司也可以应股东要求,就其所持股份有偿向股东发放多份股权凭证;每个股权凭证应标明对应股份的情况和缴纳情况;就数人持一股或数股情况而言,公司无义务向所有联合股东发放卡证,每股只需向其中一个股东发放一张卡证即可;14.If a share certificate is worn out, defaced, lost or destroyed, it may be renewed on such terms if any as to evidence and indemnity and payment of the expenses incurred by the Company in investigating evidence but otherwise free of charge, and in the case of defacement or wearing out on delivery of the old Certificate.如果股权证丢失、损毁、破损,可以要求更新;C ALLS O N S HARES15.Subject to any terms upon which any shares may have been issued the Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares whether on account of the nominal value of the shares or by way of premium and not by the conditions of allotment thereof made payable at fixed times; provided that no call shall exceed one-fourth of the nominal amount of the share or be payable at less than one month from the date fixed for the payment of the last preceding call and each member shall subject to receiving at least fourteen days' notice specifying the time or times and place of payment pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or the time fixed for its payment postponed by the Directors.董事会可随时向股东催缴股款不论是就票面价值或是溢价,而不必按股票分配条款规定的期限,只要催缴的款额未超过股票票面价值的25 % ,或缴款日期超过上次催缴所定支付日期一个月,所有股东必须但至少得在14 天前收到通知,说明缴款的时间或地点在规定的时间和地点向公司缴纳所催缴的款额;董事会可以撤销或延长缴款通知;16. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.催缴股款通知应被视为是在董事会通过催缴通知决议时已经发出,且可规定分期支付17.The Directors may, on issue of shares, differentiate between the holders of a share as to the Members' rights to certificates Replacement Certificates Powers to make callsTime when call madeDifferentiation on callsamount of calls to be paid and the times of payment.一旦股票发行,董事会便可按所催缴股款的数额和支付时间区分股东;18.The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.共有股东对缴纳股资负有连带责任;19.If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding ten per cent. per annum, as the Directors may determine; but the Directors shall be at liberty to waive payment of such interest wholly or in part.如果在规定之日没有缴清所催缴的某笔股款,应缴股款的人应缴纳从规定缴款之日起到事实上缴清款项之时为止的利息,年利率不得超过本金的10% ,数目由董事会决定,但董事会也有权全部或部分免去此种利息;20.Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.凡按股票发行条款规定在分配时或在某一规定日期应缴纳的股款,不论是票面价值或溢价,根据本章程规定,均应视为是发有正式催缴通知,且应在股票发行条款规定的日期予以缴款,倘若不缴,应视正式催缴股款后款项到期支付的情况而适用本章程所有有关利息和各种费用的支付、没收或其他事项的有关规定;21.The Directors may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may until the same would, but for such advance, become presently payable pay interest at such rate as may be agreed upon between the Directors and such member.22.只要认为恰当,董事会可接收股东自愿提前缴纳的未经催缴的全部或部分股款,且就提前缴纳的全部或部分股款支付利息直到如不提前交付,该股款到期应付为止,具体可由董事会和股东在提前缴款时协商;L IEN23.The Company shall have a first and paramount lien on every share not being a fully paid share for all moneys whether presently payable or not called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares other than fully paid shares standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all dividends payable thereon.对所有已经催缴的或在规定时间应缴的股款不管目前是否应缴的股份未缴清股款的股份,公司都享有优先留置权,对所有以个人名义登记的,目前应由他或用他的财产向公司支付股款的所有股份Liability of joint holders Interest payableDeemed call Interest payment on call Company to have lien on shares缴清股款的股份除外,公司也享有优先留置权；但董事会可随时宣布任何股份全部或部分不受本章程规定约束;公司对股份享有的留置权,如果有,应当扩大适用到与股份有关的所有红利上;24.The Company may sell, in such manner as the Directors thinks fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled to the share by reason of his death or bankruptcy.公司可按董事会认为适当的方式出售公司享有留置权的股份,但只有当与留置权有关的一笔款项到期应付后,或在将要求支付与留置权有关的应付部分款项的书面通知送交注册股东,或因股东死亡或破产而送交有权接收股份的人14 天后方可进行出售;25.To give effect to any such sale the Directors may authorise some person to execute a transfer of the shares sold to the purchaser thereof. The purchaser shall be entered in the Register as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.为执行此种销售,董事会可授权某人将所售股份转让给买方;买方应登记作为所转让股份的股东,他无义务负责购买资金的使用,他对股份的所有权也不得因销售程序的不正规或无效而受影响;26.The net proceeds of the sale, after payment of the costs thereof, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and any residue shall be paid to the person entitled to the shares at the date of the sale.销售所得应由公司接收,用于支付所属留置部分现已到期应付的款项,如有剩余,应当扣除在出售前同样属于留置款项,但目前尚还未到期的款额交付给在销售之日股份的持有人;F ORFEITURE A ND S URRENDER O F S HARES27.If a member fails to pay the whole or any part of any call or instalment of a call on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any accrued interest and any costs, charges and expenses incurred by the Company by reason of such non-payment.如果股东在规定缴款的日期没有交付催缴的股款或分期交付的股款,此后,董事会可在未缴清催缴股款期内的任何时间向股东送达通知,要求他缴付未交足的催款或分期股款,以及因此可能已经产生的利息、费用;28.The notice shall name a further day not earlier than the expiration of 14 days from the date of the notice on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.通知上应另定一个日期从送达通知之日算起,至少得14天之后,规定应在该日或之前缴纳股款,并规定如果在规定之日或之前不予缴纳,所催缴股款的股份应被没收;29.If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may, at any time thereafter, before the payment required by the notice have been made, be forfeited by a resolution of the Directors to that effect. Enforcement on lien by sale Giving effect to saleApplication of proceeds Notice requiring payment of cashNotice content Forfeiture for non-compliance如果不遵守上述通知书上的规定,在此之后,在通知的股款未缴清之前,可随时根据董事会所作出的有关决议没收所通知的任何股份;30.Subject to the Ordinance, a forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors thinks fit; and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Directors thinks fit. The Directors may authorise some person to execute the transfer of a forfeited share.被没收的股份可以出售或按董事会认为恰当的条件和方式予以处置,如董事会认为恰当,可在出售或处置之前随时取消没收;董事会可以授权他人执行转让被没收的股份;31. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were then payable by him to the Company in respect of the shares, with interest thereon at such rate not exceeding 10 per cent. per annum as the Directors shall think fit from the date of forfeiture until payment; but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.凡股份被没收的人将不再是被没收股份的股东,但他仍然应负责支付至没收之日应由他向公司支付的有关股份的所有款额连同年利率为8%的就该笔未偿付款额利息,从没收之日算起,如果董事会认为应当支付此种利息,但如果他交足所有有关股份的此种款项,其责任应从缴清之时予以终止;32.The Directors may accept the surrender of any share which it is in a position to forfeit upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been forfeited.董事会可以接受股东放弃的股份,该股份应被设定的条件被没收; 而且,根据商定的条件,放弃的股份应被视为被没收;33. A statutory declaration in writing that the declarant is one of the Directors or the Secretary, and that a share has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of such facts as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.制作一份书面声明,说明声明人是公司的一名董事或书记,并声明公司的某一股份已经在声明书中所述的日期被合法没收,该书面声明将是证明所有声明事实属实,任何人也不能对股份提出所有权要求的确凿证据;出售或处置股份如有所得,公司可以接受,且可向股份购买人或接受处置股份的人签发转让书,凭此他可登记作为股东,如果有购买资金,他无义务负责资金的使用,他对股份的所有权不得因没收、出售、或处置股份的程序不当或不合法而受影响;本章程有关没收的规定应适用于任何按股票发行条件在规定时间应付而没有支付的情况,不管款项是按股票票面价值或是按溢价计算,正如正式催缴股款并通知而应予以支付一样; Sale of forfeited sharesLiability following forfeiture Surrender of sharesEvidence of forfeiture or surrenderF URTHER F INANCING34.Other than as provided in any agreement then existing between the members relating to their relationship as members of the Company, no member shall be required to provide additional funding to the Company whether by way of: i subscribing for shares or any instrument, document or security granting a right of subscription for, or conversion into shares; ii providing any form of debt funding, security, collateral or guarantee; or iii any other arrangement whatsoever.除非当事人另有约定,公司不能要求任何一方股东向公司提供额外的资金：认购股份或者获得认股权或者可转换为股份的文件、证券；2.以债务、证券或担保的形式；3.其它方式T RANSFER O F S HARES35.All transfers of shares shall be effected by instrument in writing in any usual or common form or in any other form which the Directors may approve.根据本章程规定,任何股东均可转让其全部或部分股份,转让应经通常或一般形式或董事会同意的其他形式的书面文件进行;36.The instrument of transfer of a share shall be executed by or on behalf of the transferor and by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.文件可由转让人或其代理人作成,转让人对股份的持有权一直维持到转让登记注册且受让人的姓名被记入股东登记簿为止;37.No sale, transfer, pledge, charge or other disposition of any shares or any interest in any shares shall be effected other than in accordance with any agreement then existing between all members for the time being.所有有关股份的出售、转让、质押、收费或者处置都应遵守股东之间既有的协议;38.The Directors shall be bound to register a transfer of shares if:(a)the transfer is in accordance with these Articles and any agreement then existing between allmembers for the time being; and(b) a form of transfer is lodged at the office, or at such other place as the directors may appoint,and is accompanied by the certificate for the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfers.在以下情况下,董事会应办理股份登记：1. 股份转让依本公司章程和股东之前的约定发生2.在公司办事处或其它董事会指定的地方办理的股份转让事宜,并且有相关的股权证明和其它董事要求出示的能够证明转让股份的凭证39.No transfer of shares shall be registered unless the transferee if not already a member has entered into and delivered to the company a legally binding commitment, in such form and substance as may be required by the members, by which it agrees to be bound by any agreement then existing between the members other than the tranferor relating to their relationship as members of the Company. No requirement for additional fundingForm and execution of transfer of share Instrument of transferRestriction on transfer Registration of transferAdherence to any shareholders’ agreement除非受让人如果还不是股东已订立并交付给公司具有法律约束力的承诺,在这样的形式和实质的股东可能需要须登记任何股份转让,其中同意遵守现有成员之间的从其他比tranferor作为本公司股东的关系有关任何协议;40.If the Directors refuses to register a transfer, it shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.如果董事会拒绝办理股份转让登记,那么自受让人向公司提交转让登记之日起2个月内,董事会应向受让人发出拒绝办理转让登记的通知;41.The registration of transfers of shares or of any class of shares may be suspended and the Register closed at such times and for such periods as the Directors may from time to time determine, provided that it shall not be closed for more than thirty days in any year, or where the period for closing the Register is extended in respect of that year under 2a of the Ordinance, for more than that extended period.董事会可随时决定从某时起暂时中止一段时间登记转让,但每年中止转让登记的日期总和不得超过30天,在中止转让登记的日期延长的,不得超过992a规定的日期;42.No fee shall be charged for registration of any instrument of transfer or other document relating to or affecting the title to any share.不得对股份转让登记收费;T RANSMISSION O F S HARES43.In the case of the death of a member, the survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which has been jointly held by him with other persons.当一股东死亡,如果死亡股东是个联合持股人,公司应承认其他联合股东有权享有股份权益,如果死亡股东为单独持股人,则其法定个人代表有权享有股份权益；但不得适用本章程之规定去免除一死亡联合股东的与他和其他人所持股份相关的财产的任何义务;44.Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.凡因股东死亡或破产而取得股份所有权的人,一旦出示董事会随时正当要求出示的证据,可按以下规定,或自己登记作为股东,或提名让某人登记作为受让人,但这两种情况,董事会均有权按该股东死亡或破产前转让其股份时的情况一样,拒绝或中止登记;45.If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the Notice of refusal to register Suspension and registrationNo fee payable on registration TransmissionElections permitted Registration of persons entitled by transmission。

香港公司章程中英文ARTICLES OF ASSOCIATION OF HONG KONG CO., LIMITED香港有限公司组织章程Preliminary序首1. The regulations contained in Table "A" in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to the Company save in so far as they are hereby expressly excluded or modified. In case of conflict between the provisions of Table "A" and these presents, the provisions herein contained shall prevail.1. 除非本章程细则明确地将公司条例(第三十二章)的第一附表“A 表”，(下称“A表”)所列出的规则排除或修改，否则“A表”所列出的规则适用于本公司。

假如“A表”所列规则，与本章程细则，内容互相违背，则以本章程细则内容为标准。

2. The company is a private company and accordingly:(a) the right to transfer shares is restricted in manner hereinafter prescribed;(b) the number of Members of the company (exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company) is limited to fifty.Provided that where two or more persons hold one or more shares in the company jointly the shall for the purpose of this regulation be treated as a single member;(c) any invitation to the public to subscribe for any shares or debentures of the company is prohibited.2. 本公司为私人公司，据此-(a) 转让股份的权利乃以下文所订明的方式受限制。

ARTICLES OF ASSOCIATION OF HONG KONG CO.,LIMITED香港有限公司组织章程Preliminary序首1.The regulations contained in Table"A"in the First Schedule to the Companies Ordinance (Chapter32)shall apply to the Company save in so far as they are hereby expressly excluded or modified.In case of conflict between the provisions of Table"A"and these presents,the provisions herein contained shall prevail.1.除非本章程细则明确地将公司条例(第三十二章)的第一附表“A表”，(下称“A表”)所列出的规则排除或修改，否则“A表”所列出的规则适用于本公司。

假如“A表”所列规则，与本章程细则，内容互相违背，则以本章程细则内容为标准。

2.The company is a private company and accordingly:(a)the right to transfer shares is restricted in manner hereinafter prescribed;(b)the number of Members of the company(exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company)is limited to fifty.Provided that where two or more persons hold one or more shares in the company jointly the shall for the purpose of this regulation be treated as a single member;(c)any invitation to the public to subscribe for any shares or debentures of the company is prohibited.2.本公司为私人公司，据此-(a)转让股份的权利乃以下文所订明的方式受限制。

THE COMPANIES ORDINANCE (CHAPTER 32)公司条例（香港法例第32章）Private Company Limited by Shares私人股份有限公司MEMORANDUM OF ASSOCIATIONOFJUST & UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED中正财经法律翻译有限公司的组织章程大纲First:- The name of the Company is " JUST & UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATION LIMITED”.Second:- The Registered Office of the Company will be situated in Hong Kong.Third: - The liability of the Members is limited.Fourth:- The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares ofHK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without preference, priority or special privileges, 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.第一：公司名称为“中正财经法律翻译有限公司”。

香港公司章程中文版I hereby certify that 本人謹此證明ABC LIMITED一二三有限公司is this day incorporated in Hong Kong under the Companies OrdinanceHong Kong) and that this company is a limited company.於 本 日 根 據 香 港 法 例 第 622 章 《 公 司 條 例 》 在 香 港 成 立 為 法 ， 此公 司 是 一 間 有 限 公 司。

Issued on 本證明書於.............................................................of Companies《公司條例》(第 622章 )私人股份有限公司組織章程細則[ABC LIMITED][一二三有限公司]公司名稱本公司的名稱是“[ABC LIMITED][一二三有限公司]”成員的法律責任成員的法律責任是有限的。

成員的法律責任或分擔成員的法律責任，是以該等成員所持有的股份的未繳款額為限的。

股本及最初的股份持有情況(公司組成時)建議發行的股份總數公司的創辦成員認購的股本總額(i) 將要繳付或視為已繳付的總款額(ii) 尚未或視為尚未繳付的總款額股份的類別公司建議發行這類別的股份總數公司的創辦成員認購這類別的股本總額(i) 將要繳付或視為已繳付的總款額(ii) 尚未或視為尚未繳付的總款額本人/我們，即下述的簽署人，意欲組成一間公司及意欲採納隨附的組織章程細則，本人/我們並各自同意認購按照我們各人名稱所對列之股本及股份數目。

目錄條次第 1 部釋義1.釋義第 2 部私人公司2.本公司屬私人公司第 3 部董事及公司秘書第 1 分部—董事的權力和責任3. 董事的一般權限4. 成員的備留權力5. 董事可轉授權力6. 委員會第 2 分部—董事決策7. 董事共同作出決定8. 一致決定9. 召開董事會議10. 參與董事會議11. 董事會議的法定人數12. 在董事總數少於法定人數下進行會議13. 主持董事會議14. 主席在董事會議上的決定票15. 候補者在董事會議上表決16. 利益衝突17. 利益衝突的補充條文18. 董事會議的作為的有效性19. 備存決定的紀錄20. 關於唯一董事的決定的書面紀錄21. 董事訂立更多規則的酌情決定權第 3 分部—董事的委任及卸任22. 董事的委任及卸任23. 卸任董事有資格再獲委任24. 複合決議25. 董事停任26. 董事酬金27. 董事的開支第 4 分部—候補董事28. 候補者的委任及罷免29. 候補董事的權利與責任30. 終止候補董事席位第 5 分部—董事的彌償及保險31. 彌償32. 保險條次第 6 分部—公司秘書33. 公司秘書的委任及免任第 4 部成員作出決定第 1 分部—成員大會的組織34. 成員大會35. 成員大會的通知36. 有權收到成員大會通知的人37. 意外漏發成員大會通知38. 出席成員大會和在會上發言39. 成員大會的法定人數40. 主持成員大會41. 非成員出席及發言42. 延期第 2 分部—於成員大會上表決43. 表決的一般規則44. 錯誤及爭議45. 要求投票表決46. 成員持有的票數47. 股份聯名持有人的表決48. 精神上無行為能力的成員的表決49. 代表通知書的內容50. 代委任代表的成員，簽立代表委任文書51. 代表通知書的交付，及撤銷代表委任的通知52. 成員親身表決影響代表的權力53. 在委任代表的成員去世、變為精神上無行為能力等情況下，代表表決的效力54. 修訂提出的決議第 3 分部—規則適用於某類別成員的會議55. 某類別成員的會議第 5 部股份及分派第 1 分部—發行股份56. 所有股份均須已繳足款57. 發行不同類別股份的權力第 2 分部—股份中的權益58. 公司僅受絕對權益約束第 3 分部—股份證明書59. 除在若干情況外須發出證明書60. 股份證明書的內容及簽立事宜61. 綜合股份證明書62. 作替代的股份證明書條次第 4 分部—轉讓及傳轉股份63. 轉讓股份64. 董事拒絕股份轉讓的權力65. 傳轉股份66. 承傳人的權利67. 行使承傳人權利68. 承傳人受先前的通知約束第 5 分部—股本的更改和減少、回購股份及股份的配發69. 股本的更改70. 股本的減少71. 回購股份72. 股份的配發第 6 分部—分派73. 宣布分派股息的程序74. 支付股息及其它分派75. 不得就分派支付利息76. 分派無人申領77. 非現金形式的分派78. 放棄分派第 7 分部—利潤的資本化79. 利潤的資本化第 6 部雜項條文第 1 分部—公司與外間的通訊80. 須使用的通訊方法第 2 分部—行政安排81. 公司印章82. 沒有查閱帳目及其它紀錄的權利83. 核數師的保險84. 清盤第 1 部釋義1. 釋義(1) 在本《章程細則》中—已繳(paid)指已繳，或入帳列為已繳；已繳足款 (fully paid)就某股份而言，指該股份的發行價已向本公司繳足；分派對象(distribution recipient)在須就某股份支付股息或其它款項的情況下，就該股份而言—(a) 指該股份的持有人；(b) (如該股份有2 名或多於2 名聯名持有人)指姓名或名稱較先記入成員登記冊者；或(c) (如持有人因為去世或破產，或在其它情況下藉法律的施行，而不再擁有該股份 )指承傳人；代表通知書 (proxy notice) —參閱第 49(1)條；本《章程細則》 (articles)指本公司的組織章程細則；成員登記冊 (register of members)指本公司的成員登記冊；有聯繫公司 (associated company)指—(a) 本公司的附屬公司；(b) 本公司的控權公司；或(c) 上述控權公司的附屬公司；委任者 (appointor) —參閱第 28(1)條；承傳人(transmittee)指因為某成員去世或破產(或在其它情況下藉法律的施行)而擁有某股份的人；持有人 (holder)就某股份而言，指姓名或名稱作為該股份的持有人而記入成員登記冊的人；候補者 (alternate)、候補董事(alternate director)指由某董事根據第 28(1)條委任為候補者的人；《條例》 (Ordinance)指《公司條例》 ( 年第 28 號)；精神上無行為能力 (mental incapacity)具有《精神健康條例》(第 136 章)第2(1)條給予該詞的涵義；精神上無行為能力者(mentally incapacitated person)定義如下：如某人屬《精神健康條例》 (第136章)所指的、因精神上無行為能力而無能力處理和管理其財產及事務的人，該人即屬精神上無行為能力者。

COMPANY N O.[*****] THE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOF[****** HOLDINGS LIMITED](Adopted by special resolution passed on [•] 2013)P RELIMINARY1.The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2.In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means these articles of association as from time to time altered by Special Resolution;Auditors means the auditors of the Company;Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business;clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company;dividend means dividend or bonus;$ or dollars means Hong Kong Dollars;LON26980452/3the holder in relation to shares means the members whose name is entered in the Register asthe holder of shares;Hong Kong means the Special Administrative Region of Hong Kong;in writing means written, or produced by any visible substitute for writing, or partly one andpartly another and "signed" shall be construed accordingly;month means calendar month;Office means the Registered Office of the Company;Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, includingany statutory re-enactment or modification thereof for the time being in force;paid means paid or credited as paid;Register means the Register of members of the Company;Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;Secretary means the secretary of the Company or any other person appointed to perform theduties of the secretary of the Company, including a joint, assistant or deputy secretary;year means year from 1 January to 31 December inclusive;3.In these Articles:Construction (a)unless expressly defined in the Articles, words or expressions that are defined in theOrdinance bear the same meaning as in the Ordinance but excluding any statutorymodification of the Ordinance not in force when the Articles become binding on theCompany;(b)references to a document being executed include references to its being executedunder hand or under seal or by any other method;(c)words denoting the singular number include the plural number and vice versa, wordsdenoting the masculine gender include the feminine gender and words denotingpersons include corporations;(d)headings and marginal notes are inserted for convenience only and do not affect theconstruction of these Articles;(e)powers of delegation shall not be restrictively construed but the widest interpretationshall be given to them;(f)the word Directors in the context of the exercise of any power contained in theseArticles includes any committee consisting of one or more Directors, any Directorholding executive office and any local or divisional board, manager or agent of theCompany to which or, as the case may be, to whom the power in question has beendelegated;(g)no power of delegation shall be limited by the existence or, except where expresslyprovided by the terms of delegation, the exercise of that or any other power of delegation; and(h)except where expressly provided by the terms of delegation, the delegation of apower shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.P RIVATE C OMPANY4.The Company is a private company and accordingly:(a)the right to transfer shares is restricted in the manner hereinafter prescribed;(b)the number of members of the Company (exclusive of persons who are in theemployment of the Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to 50. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member;(c)any invitation to the public to subscribe for any shares or debentures of the companyis prohibited; and(d)the company shall not have power to issue share warrants to bearer.本公司为私人公司，据此-(a) 转让股份的权利乃以下文所订明的方式受限制。

香港有限责任公司规章(中英文)香港有限责任公司规程 (中英文)一、公司名称及注册地址1. 公司名称：公司的名称为「香港有限责任公司」，可使用 Limited (Ltd.) 或Ltd.等缩写形式。

2. 注册地址：公司的注册地址应位于香港，必须在公司成立之日开始使用，且需在公司公开资料中提供。

二、公司目标与业务范围1. 公司目标：公司的目标是经营合法商业，并追求利润最大化，以满足股东的利益。

2. 业务范围：公司的业务范围主要包括但不限于以下方面：[请根据具体情况列出公司的业务范围]三、公司章程与董事会1. 公司章程：公司章程是公司的法律文件，规定了公司的组织结构、内部运营方式以及股东权益等重要事项。

2. 董事会：董事会是公司的管理机构，负责决策和管理公司的日常事务。

董事会由董事组成，并按照公司章程的规定进行选举和任命。

四、股东与股东会议1. 股东：股东是公司的所有者，拥有对公司的所有权和权益。

2. 股东会议：股东会议是股东之间讨论和决策重要事项的场所，通过议案的表决来决定公司的方向和发展。

五、财务管理与报告1. 财务管理：公司应建立健全的财务管理体系，按照相关法律法规要求，及时、准确地记录和报告财务信息。

2. 财务报告：公司应按照法定要求，定期编制和提交财务报告，包括资产负债表、利润表和现金流量表等。

六、遵守法律与合规要求公司在开展业务过程中应遵守香港相关法律法规和合规要求，保证合法合规经营。

七、制定和修改规程公司有权根据业务需要和法律要求，制定和修改公司规程，但应符合相关程序和规定。

八、生效日期与适用范围1. 生效日期：本规程自董事会审议通过之日起生效，并应及时通知相关人员。

2. 适用范围：本规程适用于香港有限责任公司的所有成员和相关工作人员。

以上为香港有限责任公司的规程，供参考和遵守。

SAMPLEMEMORANDUMANDARTICLES OF ASSOCIATIONOFHONG KONG SINGLE COMPANY LIMITED****************Incorporated the 1st day of January, 2003****************HONG KONG****************Registered byKaizen Corporate Services LimitedTel: +852 2341 1444No. 123456編號(COPY)副本COMPANIES ORDINANCE(CHAPTER 32)´ ª ¨ ² ¢ ³¥ ± ¨CERTIFICATE OF INCORPORATION公司註冊證書**************I hereby certify that本人謹此證明HONG KONG SINGLE COMPANY LIMITED is this day incorporated in Hong Kong under the Companies Ordinance, and that this於本日在香港依據公司條例註冊成為Company is limited.有限公司Issued by the undersigned on 1 January 2003.本證書於二 O O 三年三月廿八日簽發。

(Sd.) MISS R. CHEUNGfor Registrar of CompaniesHong Kong香港公司註冊處處長（公司註冊主任張潔心代行）THE COMPANIES ORDINANCE (CHAPTER 32)Private Company Limited by SharesMEMORANDUM OF ASSOCIATIONOFHONG KONG SINGLE COMPANY LIMITEDFirst:- The name of the Company is “HONG KONG SINGLE COMPANY LIMITED” . Second:- The Registered Office of the Company will be situated in Hong Kong.Third:- The liability of the Members is limited.Fourth:- The capital of the Company is HK$10,000 divided into 10,000 shares of HK$1.00 each. Upon any increase of capital the Company is to be at liberty to issue any new shares either in Hong Kong Dollars or in any other currency or partly in one currency and partly in another and with any preferential, deferred, qualified or special rights, privileges or conditions attached thereto. The rights for the time being attached to any shares having preferential, deferred, qualified, or special rights, privileges or conditions attached thereto may be altered or dealt with in accordance with the accompanying Articles of Association but not otherwise.We, the several persons, whose names, addresses and descriptions are heretosubscribed, are desirous of being formed into a Company in pursuance of thisMemorandum of Association, and we respectively agree to take the number of shares inthe capital of the Company set opposite to our respective names: -Dated the 1st day of January, 2003.WITNESS to the above signatures:-(Sd.) Ip Yan Ching, EdwardIp Yan Ching, EdwardManagementConsultantRoom 1106, Remington Centre23 Hung To Road, Kwun Tong, Hong KongTHE COMPANIES ORDINANCE (CHAPTER 32)Private Company Limited by SharesARTICLES OF ASSOCIATIONOFHONG KONG SINGLE COMPANY LIMITEDPRELIMINARY1. Subject as hereinafter provided, the regulations contained in Part II of Table “A” in theFirst Schedule to the Companies Ordinance, (Chapter 32) shall apply to this Company, and be deemed to be incorporated with these Presents.2. The following regulations contained in Part I (which shall be applied herein as shownin regulation I in Part II) of Table “A” namely 25, 26, 41 to 44 inclusive, 55, 60, 64, 77, 79, 81, 82, 87, 90 to 99 inclusive, 101, 109 to 111 inclusive and 113 to 123 inclusive, shall not apply or are modified as hereinafter appearing.3. The Company is a Private Company within the meaning of Section 29 of the CompanyOrdinance, (Chapter 32) and accordingly:-(a)No share in the Company shall be transferred except with the previous writtenconsent of the Directors.(b)The number of members of the Company (exclusive of persons who are in theemployment of the Company and of persons who, having been formerly in theemployment of the company were in such employment, and have continued afterthe determination of such employment to be, members of the Company) shouldbe limited to fifty, provided that for the purpose of this provisions when two ormore persons hold one or more shares in the Company jointly they shall betreated as a single member.(c)There shall be no invitation to the public to subscribe for any shares, debenturesor debenture stock of the Company.TRANSFER OF SHARES4. Regulations 25 and 26 in Part I of Table “A” are hereby modified as follows:-The Board of Directors may decline to register any transfer of shares to any person without giving any reason therefor. The Board of Directors may suspend the registration of transfer during the fourteen days immediately preceding the Ordinary General Meeting in each year. The Board of Directors may decline to register any instrument of transfer, unless (a) a fee not exceeding five dollars is paid to the Company in respect thereof, and (b) the instrument of transfer is accompanied by the Certificate of the shares to which it relates, and such other evidence as the Board of Directors may reasonably require to show the right of the transferors to make the transfer.INCREASE AND REDUCTION OF CAPITAL5. The Company may, from time to time, by ordinary resolution increase the capital bythe creation of new shares of such amount as may be deemed expedient.6. The new shares shall be issued upon such terms and conditions, and with such rightsand privileges annexed thereto, as the resolution resolving upon the creation thereof, shall direct, and if no direction be given as the Directors shall determine, and in particular, such shares may be issued with preferential or qualified rights to dividends, and in the distribution of assets of the Company, and with a special or without any right of voting.7. The Company in general meeting may, before the issue of any new shares, determinethat the same or any of them, shall be offered in the first instance, and either at par or a premium, to all the then members of any class thereof in proportion to the amount of the capital held by them, or make any other provision as to the issue and allotment of the new shares; but in default of any such determination, or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the original capital8. Except so far as otherwise provided by the conditions of issue, or by these presents, anycapital raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, voting and otherwise.9. The Company may, from time to time, by special resolution, reduce its capital bypaying off capital or canceling capital which has been lost or is unpresented by available assets, or reducing the liability on the shares or otherwise, as may seem expedient, and capital may be paid-off upon the footing that it may be called upon again or otherwise, and paid-up capital may be cancelled as aforesaid without reducing the nominal amount of the shares by the like amount, and the Company may also, from time to time, by a special resolution, sub-divide or by ordinary resolution, consolidate its shares or any of them.10. The special resolution whereby any share is sub-divided may determine that, asbetween the holders of the shares resulting from such sub-division, one or more of such shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise over or as compared with the other or others.DIRECTORS11. Unless otherwise determined by the Company in General Meeting, the number ofDirectors shall not be less than two. The first Directors of the Company shall be nominated in writing by the subscribers to the Memorandum of Association.12. Directors may be permanent and Directors other than the Permanent Directors shallhold office for a term of one year, and at the Ordinary General Meeting to be held in the year following the year in which this Company is incorporated and in each succeeding year thereafter, all Directors other than the Permanent Directors shall retire from office but they shall be eligible for re-election.13. A Director or a Permanent Director shall not require to hold any qualification share inthe Company. Residence in Hong Kong shall not be a requisite qualification.14. Unless otherwise determined by the Directors, the quorum of a Directors’ Meetingshall be two Directors personally present or represented by their substitutes appointed under Article 16 hereof.15. The office of a Director shall be vacated if the Director:-(a) Resigns his office by notice in writing to the Company; or(b)Becomes bankrupt or makes any arrangement or composition with his creditorsgenerally; or(c)Becomes of unsound mind.16. Subject to the approval of the Board of Directors, a Director may appoint any person toact for him as a substitute Director during his absence, and such appointment shall have effect and such appointee whilst he holds office as a substitute Director shall be entitled to notice of meetings of Directors, and to attend and vote thereat accordingly;but he shall not require any qualification, and he shall ipso facto vacate office if and when the appointor returns to office or vacates office as a Director, or removes the appointee from office, and any appointment and removal under this Clause shall be effected by notice in writing under the hand of the Director making the same.17. Any casual vacancy occurring in the Board of Directors may be filled up by theDirectors, but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.18. Subject to the provisions of Article 11 hereof, the Directors shall have power at anytime, and from time to time, to appoint a person as an additional Director who shall retire from office at the next following Ordinary General Meeting, but shall be eligible for election by the Company at that meeting as an additional Director.19. The Company may by extraordinary resolution remove any Director and may by anordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.20. Any Director may be employed by or hold any office of profit under the Company,except that of Auditors of the Company, and may act either personally or as a member of a firm or render any professional service to the Company, and may receive remuneration from the Company for so doing in addition to any remuneration payable to him as a Director.21. Any Resolution of the Board of Directors in writing signed by the Directors of theCompany the number of which shall not be less than the number of quorum of Directors’ Meetings, in whatever part of the world they may be, shall be valid and binding as a resolution of the Directors provided that notice shall have been given to all the Directors of the Company capable of being communicated conveniently according to the last known address of each Director as recorded in the Company.GENERAL MANAGEMENT22. The Board of Directors shall be entrusted with the general management and carrying onof the business of the Company, and shall have full power to do all such acts and things and enter into all such contracts and engagements on behalf of the Company as it may consider necessary or desirable and may also appoint and remove or suspend any managers, officers, clerks, accountants, agents, servants and other employees.23. The Directors may from time to time appoint a Managing Director of the Companyamongst themselves and may fix his remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company and pay the working expenses of any of the staff of the Managing Director who may be employed by him upon the business of the Company.24. The appointment of such Managing Director may be for such period as the Directorsmay decide and the Directors may confer upon him all or any of the powers of the Directors as they may think fit,.POWERS OF DIRECTOR25. The Directors, in addition to the powers and authorities by these Articles or otherwiseexpressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company in General Meeting subject nevertheless to the provisions of the Companies Ordinance, (Chapter32), to these Articles, and to any regulations from time to time made by the Company in General Meeting, provided that no such regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.26. Without prejudice to the general powers conferred by the last preceding Article and theother powers conferred by these Articles, it is hereby expressly declared that the Directors shall have the following powers, that is to say, power:-(a) To pay the costs, charges and expenses preliminary and incidental to thepromotion, formation, establishment and registration of the Company.(b) To purchase or otherwise acquire for the Company or sell or otherwise dispose ofany property, rights or privileges which the Company is authorised to acquire atsuch price and generally on such terms and conditions as they shall think fit.(c) To engage, dismiss and fix the salaries or emoluments of the employees of theCompany.(d) To institute, conduct, defend, compromise or abandon any legal proceedings by oragainst the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.(e) To refer any claims or demands by or against the Company to arbitration andobserve and perform the awards.(f) To made and give receipts, releases and other discharges for moneys payable tothe Company, and for claims and demands of the Company.(g) To invest, lend or otherwise deal with any of the moneys or property of theCompany in such manner as they think fit, having regard to the Company’s Memorandum and Articles of Association and from time to time to vary or realise any such investment.(h) To borrow money on behalf of the Company, and to pledge, mortgage orhypothecate any of the property of the Company.(i)To open a current account with themselves for the Company and to advance anymoney to the Company with or without interest and upon such terms and conditions as they shall think fit.(j) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for, or in relation to, any of the matters aforesaid, or otherwise for the purposes of the Company.(k) To give to any Director, officer or other person employed by the Company a commission on the profits of any particular business or transaction, and such commission shall be treated as part of the working expenses of the Company, and to pay commission and make allowances (either by way of a share in the general profits of the Company or otherwise) to any persons introducing business to the Company or otherwise promoting or serving the interest thereof.(l) T o sell, improve, manage, exchange, lease, let, mortgage or turn to account all or any part of the land, property, rights and privileges of the Company.(m)To employ, invest or otherwise deal with any Reserve Fund or Reserve Funds in such manner and for such purposes as the Directors may think fit.(n)To execute, in the name and on behalf of the Company, in favour of any Directors or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company’s property (present or future) as they think fit, and any such mortgage may contain a power of sale and such other powers covenants and provisions as shall be agreed upon.(o)From time to time to provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons tobe the Attorneys or agents of the Company with such powers (including power tosub-delegate) and upon such terms as they think fit.(p)From time to time to make, vary or repeal rules and by-laws for the regulation of the business of the Company, its officers and servants.(q)To delegate any or all of the powers herein contained to any Director or other person or persons as the Directors may at any time think fit.SEAL AND CHEQUES27. The Seal of the Company shall be kept by the Directors and shall not be used exceptwith their authority.28. Unless otherwise determined by the Directors, every document required to be sealedwith the Seal of the Company shall be deemed to be properly executed if sealed with the Seal of the Company and signed by such person or persons as the Board of Directors shall from time to time appoint.29. Unless otherwise determined by the Directors, all cheques, bills of exchange,promissory notes and other negotiable instruments issued or required to be signed, endorsed or accepted or otherwise negotiated by the Company shall be signed for and on behalf of the Company by such person or persons as the Board of Directors shall from time to time appoint.GENERAL MEETINGS30. For all purposes, the quorum for all General Meetings shall be two members present inperson or by proxy and holding either in his own right or by proxy at least fifty-one per cent of the paid-up capital of the Company, and no business shall be transacted at any General Meeting unless the requisite quorum be present at the commencement of the business.31. Any Director may, whenever he thinks fit, convene an Extraordinary General Meeting,and Extraordinary General Meetings shall also be convened on such requisition, or in default, may be convened by such requisitionists, as provided by Section 113 of the Ordinance. If at any time there is not within Hong Kong any Director, any two members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by any Director.VOTES OR MEMBERS32. All voting of members in respect of any matter or matters shall be by poll and everymember shall have one vote for each share of which he is the holder.DIVISIONS OF PROFITS33. The net profits of the Company in each year shall be applied in or towards theformation of such Reserve Fund or Funds and in or towards the payment of such Dividends and Bonuses as the Directors subject to the approval of the Company in General Meeting may decide.34. No dividend shall be payable except out of the profits of the Company, and nodividend shall carry interest as against the Company.35. A transfer of shares shall not pass the right to any dividend declared thereon before theregistration of the transfer.36. If two or more persons are registered as joint holders of any share, any one of suchpersons may give effectual receipts for any dividends or for other moneys payable in respect of such share.37. The Directors may retain any interest or dividends on which the Company has a lien,and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.38. All dividends unclaimed for one year after having been declared may be invested orotherwise made use of by the Directors for benefit of the Company until claimed.39. Any General Meeting declaring a Dividend or Bonus may direct payment of suchDividend of Bonus wholly or partly by the distribution of specific assets and in particular of paid up Shares, Debentures or Debenture Stock of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient.FIRST SECRETARY40. The first Secretary of the Company shall be Kaizen Secretaries Limited who mayresign from this office upon giving notices to Company of such intention and such resignation shall take effect upon the expiration of such notice or its earlier acceptance.Dated the 1st day of January, 2003.WITNESS to the above signatures:-(Sd.) Ip Yan Ching, EdwardIp Yan Ching, EdwardManagementConsultantRoom 1106, Remington Centre23 Hung To Road, Kwun Tong, Hong Kong。

COMPANY N O.[*****]THE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOF[****** HOLDINGS LIMITED](Adopted by special resolution passed on [?] 2013)P RELIMINARY1.The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2.In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means these articles of association as from time to time altered by Special Resolution;Auditors means the auditors of the Company;Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business;clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company;dividend means dividend or bonus;$ or dollars means Hong Kong Dollars;the holder in relation to shares means the members whose name is entered in the Register as the holder of shares;Hong Kong means the Special Administrative Region of Hong Kong;in writing means written, or produced by any visible substitute for writing, or partly one and partly another and "signed" shall be construed accordingly;month means calendar month;Office means the Registered Office of the Company;Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory re-enactment or modification thereof for the time being in force;paid means paid or credited as paid;Register means the Register of members of the Company;Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;Secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;year means year from 1 January to 31 December inclusive;3. In these Articles: (a) unless expressly defined in the Articles, words or expressionsthat are defined in the Ordinance bear the same meaning as in theOrdinance but excluding any statutory modification of the Ordinancenot in force when the Articles become binding on the Company;(b) references to a document being executed include references to itsbeing executed under hand or under seal or by any other method;(c) words denoting the singular number include the plural number andvice versa, words denoting the masculine gender include thefeminine gender and words denoting persons include corporations;(d) headings and marginal notes are inserted for convenience only anddo not affect the construction of these Articles;Construction(e)powers of delegation shall not be restrictively construed but thewidest interpretation shall be given to them;(f)the word Directors in the context of the exercise of any powercontained in these Articles includes any committee consisting of one or more Directors, any Director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated;(g)no power of delegation shall be limited by the existence or, exceptwhere expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and(h)except where expressly provided by the terms of delegation, thedelegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.P RIVATE C OMPANY4. The Company is a private company and accordingly: (a) the right to transfer shares is restricted in the manner hereinafter prescribed; (b) the number of members of the Company (exclusive of persons who arein the employment of the Company and of persons who having beenformerly in the employment of the Company were while in suchemployment and have continued after the determination of suchemployment to be members of the Company) is limited to 50.Provided that where two or more persons hold one or more shares inthe Company jointly they shall for the purpose of this Article betreated as a single member;(c) any invitation to the public to subscribe for any shares ordebentures of the company is prohibited; and(d) the company shall not have power to issue share warrants to bearer.本公司为私人公司，据此-Privatecompanyrestrictions(a) 转让股份的权利乃以下文所订明的方式受限制。

香港公司组织章程细则范文以下是编辑为您整理的香港公司组织章程细则范文，供您参考，更多详细内容请点击(www.)查看。

香港公司组织章程细则ARTICLES OF ASSOCIATION组织章程细则PRELIMINARY序文1. Subject as hereinafter provided, the regulations contained in Table “A” in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to this Company, and be deemed to be incorporated with these Presents.1. 除非下文明确规定,否则《公司条例》(第32 章)附表1 的表A所列规定，否则表A 所列规定适用于公司，并被视为本章程细则的一部分。

2. The following clauses of Tabl e “A” namely, 24,41 to 44 inclusive, 55,64,77,78,79,81,82,90 to 99 inclusive, 101, and 114 to 123 inclusive, and 128, shall not apply or are modified as hereinafter appearing.2. 表A中第24、41至44(包含在内)、55、64、77、78、79、81、82、90至99(包含在内)、101、114至123(包含在内)和128条不适用于本公司或根据下文作出修改。

3. The Company is a Private Company and accordingly:3. 公司为私人公司，据此：(a) the right to transfer shares is restricted in manner hereinafter prescribed;(a) 转让股份的权利受到下述限制;(b) the number of members of the company (exclusive of persons who are in the employment of the company and ofpersons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company) is limited to 50. Provided that where 2 or more persons hold one or more shares in the company jointly they shall for the purpose of this regulation be treated as a single member.(b) 公司成员人数不超过五十人(不包括公司雇用的人士，亦不包括先前受公司雇用并且在雇用期间为公司成员以及雇用终止之后仍为公司成员的人士)，但是当两人或两人以上联名持有公司一份或多份股份时，就本款而言，该等人士应视作一名成员。

Articles of Associati on of HongKong --Ow ned En terpriseCHAPTER .I GENERAL PRINCIPLES 第一章总贝 VArticle.1 条 These Articles of Associati on of Co., Ltd. (here in after called the “ Compa ny ) are in corporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Impleme ntati on thereof, and other pert inent rules and regulati ons.根据《中华人民共和国外资企业法》及其实施细则，以及其它相关法律法规，制订有限公司(以下简称公司”)《章程》。

Article.2 The name of the Company in Chinese is English is .公司的中文名称为有限公司，英文名称为。

Article.3 3.1 The Company is incorporated in accordance with the "Law of the People's Republic ofChi na on Wholly Foreig n-Owned En terprises" and its detailed impleme ntati on rules, and other releva nt rules and regulati ons of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则，以及中国其它相关法规和规章成立。

欢迎阅读我们为您准备的香港公司章程中文版，敬请留意，这只是一份示例文件，文件适用于部分香港公司，但不包括所有。

有关专业的问题，如：公司股份缴足情况、董事是否委任后补董事等，请向专业人士咨询意见。

解读：本份香港公司章程适合于哪类型的企业：1）股本已缴足（未缴足可做些许更改亦可使用本章程）；2）董事未委任后补董事；3）公司拥有人管理公司。

《公司条例》(第 622章 )私人股份有限公司 组织章程细则A 部 章程细则必备条文 1. 公司名称本公司的名称是2. 成员的法律责任 成员的法律责任是有限的。

3. 成员的法律责任或分担 成员的法律责任，是以该等成员所持有的股份的未缴款额为限的。

4. 股本及最初的股份持有情况(公司组成时)建议发行的股份总數公司的创办成员认购的股本总额(i) 将要缴付或视为已缴付的总款额(ii) 尚未或视为尚未缴付的总款额“[公司英文名称] [公司中文名称]”[公司英文名称] [公司中文名称]股份的類别公司建议发行这類别的股份总數公司的创办成员认购这類别的股本总额(i) 将要缴付或视为已缴付的总款额(ii) 尚未或视为尚未缴付的总款额本人/我们，即下述的签署人，意欲组成一间公司及意欲采纳随附的组织章程细则，本人/我们并各自同意认购按照我们各人名称所对列之股本及股份數目。

B 部章程细则其他条文1. 释义(1) 在本《章程细则》中—已缴(paid)指已缴，或入账列为已缴；第1 部释义已缴足款(fully paid)就某股份而言，指该股份的发行价已向本公司缴足；分派对象(distribution recipient)在须就某股份支付股息或其他款项的情况下，就该股份而言—(a) 指该股份的持有人；(b) (如该股份有2 名或多于2 名聯名持有人)指姓名或名称较先记入成员登记册者；或(c) (如持有人因为去世或破产，或在其他情况下藉法律的施行，而不再拥有该股份)指承传人；代表通知书(proxy notice) —參阅第43(1)条；本《章程细则》(articles)指本公司的组织章程细则；成员登记册(register of members)指本公司的成员登记册；有聯系公司(associated company)指—(a) 本公司的附属公司；(b) 本公司的控权公司；或(c) 上述控权公司的附属公司；承传人(transmittee)指因为某成员去世或破产(或在其他情况下藉法律的施行)而拥有某股份的人；持有人(holder)就某股份而言，指姓名或名称作为该股份的持有人而记入成员登记册的人；《条例》(Ordinance)指《公司条例》(第622 章)；精神上无行为能力(mental incapacity)具有《精神健康条例》(第136 章)第2(1)条给予该词的涵义；精神上无行为能力者(mentally incapacitated person)定义如下：如某人属《精神健康条例》(第136 章)所指的、因精神上无行为能力而无能力处理和管理其财产及事务的人，该人即属精神上无行为能力者。

香港公司章程 Document number：PBGCG-0857-BTDO-0089-PTT1998Articles of Association of HongKong --Owned EnterpriseGENERAL PRINCIPLES第一章总则条These Articles of Association of Co., Ltd. (hereinafter called the“Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations.根据《中华人民共和国外资企业法》及其实施细则，以及其它相关法律法规，制订有限公司（以下简称“公司”）《章程》。

The name of the Company in Chinese is English is .公司的中文名称为有限公司，英文名称为。

The Company is incorporated in accordance with the "Law of the People's Republic of China on Wholly Foreign-Owned Enterprises" and its detailed implementation rules, and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则，以及中国其它相关法规和规章成立。

⾹港公司章程（英⽂）SAMPLEMEMORANDUMANDARTICLES OF ASSOCIATIONOFHONG KONG SINGLE COMPANY LIMITED****************Incorporated the 1st day of January, 2003****************HONG KONG****************Registered byKaizen Corporate Services LimitedTel: +852 2341 1444/doc/d15e70126edb6f1aff001f69.htmlNo. 123456編號(COPY)副本COMPANIES ORDINANCE(CHAPTER 32)′ a ¨ 2 ￠ 3￥ ± ¨CERTIFICATE OF INCORPORATION公司註冊證書**************I hereby certify that本⼈謹此證明HONG KONG SINGLE COMPANY LIMITED is this day incorporated in Hong Kong under the Companies Ordinance, and that this於本⽇在⾹港依據公司條例註冊成為Company is limited.有限公司Issued by the undersigned on 1 January 2003.本證書於⼆ O O 三年三⽉廿⼋⽇簽發。

(Sd.) MISS R. CHEUNGfor Registrar of CompaniesHong Kong⾹港公司註冊處處⾧（公司註冊主任張潔⼼代⾏）THE COMPANIES ORDINANCE (CHAPTER 32)Private Company Limited by SharesMEMORANDUM OF ASSOCIATIONOFHONG KONG SINGLE COMPANY LIMITEDFirst:- The name of the Company is “HONG KONG SINGLE COMPANY LIMITED” . Second:- The Registered Office of the Company will be situated in Hong Kong.Third:- The liability of the Members is limited.Fourth:- The capital of the Company is HK$10,000 divided into 10,000 shares of HK$1.00 each. Upon any increase of capital the Company is to be at liberty to issue any new shares either in Hong Kong Dollars or in any other currency or partly in one currency and partly in another and with any preferential, deferred, qualified or special rights, privileges or conditions attached thereto. The rights for the time being attached to any shares having preferential, deferred, qualified, or special rights, privileges or conditions attached thereto may be altered or dealt with in accordance with the accompanying Articles of Association but not otherwise.We, the several persons, whose names, addresses and descriptions are heretosubscribed, are desirous of being formed into a Company in pursuance of thisMemorandum of Association, and we respectively agree to take the number of shares inthe capital of the Company set opposite to our respective names: -Dated the 1st day of January, 2003. WITNESS to the above signatures:-(Sd.) Ip Yan Ching, EdwardIp Yan Ching, EdwardManagementConsultantRoom 1106, Remington Centre23 Hung To Road, Kwun Tong, Hong Kong THE COMPANIES ORDINANCE (CHAPTER 32) Private Company Limited by Shares ARTICLES OF ASSOCIATIONOFHONG KONG SINGLE COMPANY LIMITEDPRELIMINARY1. Subject as hereinafter provided, the regulations contained in Part II of Table “A” in theFirst Schedule to the Companies Ordinance, (Chapter 32) shall apply to this Company, and be deemed to be incorporated with these Presents.2. The following regulations contained in Part I (which shall be applied herein as shownin regulation I in Part II) of Table “A” namely 25, 26, 41 to 44 inclusive, 55, 60, 64, 77, 79, 81, 82, 87, 90 to 99 inclusive, 101, 109 to 111 inclusive and 113 to 123 inclusive, shall not apply or are modified as hereinafter appearing.3. The Company is a Private Company within the meaning of Section 29 of the CompanyOrdinance, (Chapter 32) and accordingly:-(a)No share in the Company shall be transferred except with the previous writtenconsent of the Directors.(b)The number of members of the Company (exclusive of persons who are in theemployment of the Company and of persons who, having been formerly in theemployment of the company were in such employment, and have continued afterthe determination of such employment to be, members of the Company) shouldbe limited to fifty, provided that for the purpose of this provisions when two ormore persons hold one or more shares in the Company jointly they shall betreated as a single member.(c)There shall be no invitation to the public to subscribe for any shares, debenturesor debenture stock of the Company.TRANSFER OF SHARES4. Regulations 25 and 26 in Part I of Table “A” are hereby modified as follows:-The Board of Directors may decline to register any transfer of shares to any person without giving any reason therefor. The Board of Directors may suspend the registration of transfer during the fourteen days immediately preceding the Ordinary General Meeting in each year. The Board of Directors may decline to register any instrument of transfer, unless (a) a fee not exceeding five dollars is paid to the Company in respect thereof, and (b) the instrument of transfer is accompanied by the Certificate of the shares to which it relates, and such other evidence as the Board of Directors may reasonably require to show the right of the transferors to make the transfer.INCREASE AND REDUCTION OF CAPITAL5. The Company may, from time to time, by ordinary resolution increase the capital bythe creation of new shares of such amount as may be deemed expedient.6. The new shares shall be issued upon such terms and conditions, and with such rightsand privileges annexed thereto, as the resolution resolving upon the creation thereof, shall direct, and if no direction be given as the Directors shall determine, and in particular, such shares may be issued with preferential or qualified rights to dividends, and in the distribution of assets of the Company, and with a special or without any right of voting.7. The Company in general meeting may, before the issue of any new shares, determinethat the same or any of them, shall be offered in the first instance, and either at par or a premium, to all the then members of any class thereof in proportion to the amount of the capital held by them, or make any other provision as to the issue and allotment of the new shares; but in default of any such determination, or so far as the same shall not extend, the new sharesmay be dealt with as if they formed part of the shares in the original capital8. Except so far as otherwise provided by the conditions of issue, or by these presents, anycapital raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, voting and otherwise.9. The Company may, from time to time, by special resolution, reduce its capital bypaying off capital or canceling capital which has been lost or is unpresented by available assets, or reducing the liability on the shares or otherwise, as may seem expedient, and capital may be paid-off upon the footing that it may be called upon again or otherwise, and paid-up capital may be cancelled as aforesaid without reducing the nominal amount of the shares by the like amount, and the Company may also, from time to time, by a special resolution, sub-divide or by ordinary resolution, consolidate its shares or any of them.10. The special resolution whereby any share is sub-divided may determine that, asbetween the holders of the shares resulting from such sub-division, one or more of such shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise over or as compared with the other or others. DIRECTORS11. Unless otherwise determined by the Company in General Meeting, the number ofDirectors shall not be less than two. The first Directors of the Company shall be nominated in writing by the subscribers to the Memorandum of Association.12. Directors may be permanent and Directors other than the Permanent Directors shallhold office for a term of one year, and at the Ordinary General Meeting to be held in the year following the year in which this Company is incorporated and in each succeeding year thereafter, all Directors other than the Permanent Directors shall retire from office but they shall be eligible for re-election.13. A Director or a Permanent Director shall not require to hold any qualification share inthe Company. Residence in Hong Kong shall not be a requisite qualification.14. Unless otherwise determined by the Directors, the quorum of a Directors’ Meetingshall be two Directors personally present or represented by their substitutes appointed under Article 16 hereof.15. The office of a Director shall be vacated if the Director:-(a) Resigns his office by notice in writing to the Company; or(b)Becomes bankrupt or makes any arrangement or composition with his creditorsgenerally; or(c)Becomes of unsound mind.16. Subject to the approval of the Board of Directors, a Director may appoint any person toact for him as a substitute Director during his absence, and such appointment shall have effect and such appointee whilst he holds office as a substitute Director shall be entitled to notice of meetings of Directors, and to attend and vote thereat accordingly;but he shall not require any qualification, and he shall ipso facto vacate office if and when the appointor returns to office or vacates office as a Director, or removes the appointee from office, and any appointment and removal under this Clause shall be effected by notice in writing under the hand of the Director making the same.17. Any casual vacancy occurring in the Board of Directors may be filled up by theDirectors, but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.18. Subject to the provisions of Article 11 hereof, the Directors shall have power at anytime, and from time to time, to appoint a person as an additional Director who shall retire from office at the next following Ordinary General Meeting, but shall be eligible for election by the Company at that meeting as an additional Director.19. The Company may by extraordinary resolution remove any Director and may by anordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.20. Any Director may be employed by or hold any office of profit under the Company,except that of Auditors of the Company, and may act either personally or as a member of a firm or render any professional service to the Company, and may receive remuneration from the Company for so doing in addition to any remuneration payable to him as a Director.21. Any Resolution of the Board of Directors in writing signed by the Directors of theCompany the number of which shall not be less than the number of quorum of Directors’ Meetings, in whatever part of the world they may be, shall be valid and binding as a resolution of the Directors provided that notice shall have been given to all the Directors of the Company capable of being communicated conveniently according to the last known address of each Director as recorded in the Company.GENERAL MANAGEMENT22. The Board of Directors shall be entrusted with the general management and carrying onof the business of the Company, and shall have full power to do all such acts and things and enter into all such contracts and engagements on behalf of the Company as it may consider necessary or desirable and may also appoint and remove or suspend any managers, officers, clerks, accountants, agents, servants and other employees.23. The Directors may from time to time appoint a Managing Director of the Companyamongst themselves and may fix his remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company and pay the working expenses of any of the staff of the Managing Director who may be employed by him upon the business of the Company.24. The appointment of such Managing Director may be for such period as the Directorsmay decide and the Directors may confer upon him all or any of the powers of the Directors as they may think fit,. POWERS OF DIRECTOR25. The Directors, in addition to the powers and authorities by these Articles or otherwiseexpressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company in General Meeting subject nevertheless to the provisions of the Companies Ordinance, (Chapter32), to these Articles, and to any regulations from time to time made by the Company in General Meeting, provided that no such regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.26. Without prejudice to the general powers conferred by the last preceding Article and theother powers conferred by these Articles, it is hereby expressly declared that the Directors shall have the following powers, that is to say, power:-(a) To pay the costs, charges and expenses preliminary and incidental to thepromotion, formation, establishment and registration of the Company.(b) To purchase or otherwise acquire for the Company or sell or otherwise dispose ofany property, rights or privileges which the Company is authorised to acquire atsuch price and generally on such terms and conditions as they shall think fit.(c) To engage, dismiss and fix the salaries or emoluments of the employees of theCompany.(d) To institute, conduct, defend, compromise or abandon any legal proceedings by oragainst the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.(e) To refer any claims or demands by or against the Company to arbitration andobserve and perform the awards.(f) To made and give receipts, releases and other discharges for moneys payable tothe Company, and for claims and demands of the Company.(g) To invest, lend or otherwise deal with any of the moneys or property of theCompany in such manner as they think fit, having regard to the Company’s Memorandum and Articles of Association and from time to time to vary or realise any such investment.(h) To borrow money on behalf of the Company, and to pledge, mortgage orhypothecate any of the property of the Company.(i)To open a current account with themselves for the Company and to advance anymoney to the Company with or without interest and upon such terms and conditions as they shall think fit.(j) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for, or in relation to, any of the matters aforesaid, or otherwise for the purposes of the Company.(k) To give to any Director, officer or other person employed by the Company a commission on the profits of any particular business or transaction, and such commission shall be treated as part of the working expenses of the Company, and to pay commission and make allowances (either by way of a share in the general profits of the Company or otherwise) to any persons introducing business to the Company or otherwise promoting or serving the interest thereof.(l) T o sell, improve, manage, exchange, lease, let, mortgage or turn to account all or any part of the land, property, rights and privileges of the Company.(m)To employ, invest or otherwise deal with any Reserve Fund or Reserve Funds in such manner and for such purposes as the Directors may think fit.(n)To execute, in the name and on behalf of the Company, in favour of any Directors or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company’s property (present or future) as they think fit, and any such mortgage may contain a power of sale and such other powers covenants and provisions as shall be agreed upon.(o)From time to time to provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons tobe the Attorneys or agents of the Company with such powers (including power tosub-delegate) and upon such terms as they think fit.(p)From time to time to make, vary or repeal rules and by-laws for the regulation of the business of the Company, its officers and servants.(q)To delegate any or all of the powers herein contained to any Director or other person or persons as the Directors may at any time think fit.SEAL AND CHEQUES27. The Seal of the Company shall be kept by the Directors and shall not be used exceptwith their authority.28. Unless otherwise determined by the Directors, every document required to be sealedwith the Seal of the Company shall be deemed to be properly executed if sealed with the Seal of the Company and signed bysuch person or persons as the Board of Directors shall from time to time appoint.29. Unless otherwise determined by the Directors, all cheques, bills of exchange,promissory notes and other negotiable instruments issued or required to be signed, endorsed or accepted or otherwise negotiated by the Company shall be signed for and on behalf of the Company by such person or persons as the Board of Directors shall from time to time appoint.GENERAL MEETINGS30. For all purposes, the quorum for all General Meetings shall be two members present inperson or by proxy and holding either in his own right or by proxy at least fifty-one per cent of the paid-up capital of the Company, and no business shall be transacted at any General Meeting unless the requisite quorum be present at the commencement of the business.31. Any Director may, whenever he thinks fit, convene an Extraordinary General Meeting,and Extraordinary General Meetings shall also be convened on such requisition, or in default, may be convened by such requisitionists, as provided by Section 113 of the Ordinance. If at any time there is not within Hong Kong any Director, any two members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by any Director.VOTES OR MEMBERS32. All voting of members in respect of any matter or matters shall be by poll and everymember shall have one vote for each share of which he is the holder.DIVISIONS OF PROFITS33. The net profits of the Company in each year shall be applied in or towards theformation of such Reserve Fund or Funds and in or towards the payment of such Dividends and Bonuses as the Directors subject to the approval of the Company in General Meeting may decide.34. No dividend shall be payable except out of the profits of the Company, and nodividend shall carry interest as against the Company.35. A transfer of shares shall not pass the right to any dividend declared thereon before theregistration of the transfer.36. If two or more persons are registered as joint holders of any share, any one of suchpersons may give effectual receipts for any dividends or for other moneys payable in respect of such share.37. The Directors may retain any interest or dividends on which the Company has a lien,and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.38. All dividends unclaimed for one year after having been declared may be invested orotherwise made use of by the Directors for benefit of the Company until claimed.39. Any General Meeting declaring a Dividend or Bonus may direct payment of suchDividend of Bonus wholly or partly by the distribution of specific assets and in particular of paid up Shares, Debentures or Debenture Stock of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient.FIRST SECRETARY40. The first Secretary of the Company shall be Kaizen Secretaries Limited who mayresign from this office upon giving notices to Company of such intention and such resignation shall take effect upon theexpiration of such notice or its earlier acceptance.Dated the 1st day of January, 2003. WITNESS to the above signatures:-(Sd.) Ip Yan Ching, EdwardIp Yan Ching, EdwardManagementConsultantRoom 1106, Remington Centre23 Hung To Road, Kwun Tong, Hong Kong。