-
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
Thailand Three Trees Group Co., Limited
泰國三棵樹集團有限公司
_______________________________
Incorporated the day of
_______________________________
HONG KONG
No.
[COPY]
COMPANIES ORDINANCE
(CHAPTER
32)
CERTIFICATE OF
INCORPORATION
I hereby
certify that
Thailand Three Trees Group Co., Limited
泰國三棵樹集團有限公司
is this day incorporated in Hong Kong under the
Companies Ordinance, and that
this Company is Limited.
Issued by the undersigned
on
.........
..........................................
for
Registrar of Companies
Hong Kong
THE
COMPANIES ORDINANCE (CHAPTER 32)
_______________
_______________________________
Private Company Limited by Shares
___________________________
___________________
MEMORANDUM OF ASSOCIATION
OF
Thailand Three Trees Group Co., Limited
泰國三棵樹集團有限公司
First:-
The name of the Company is
泰國三棵樹集團有限公司
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.
1
I/We,
the
undersigned,
whose
name(s),
address(es)
and
description(s)
is/are
hereto
given
below,
wish
to
form
a
Company,
in
pursuance
of
this
Memorandum
of
Association,
and
I/we
respectively
agree
to
take
the
number
of
share(s)
in
the
capital
of the
Company
set
opposite
to
my/our respective name(s):-
Name(s),
Address(es) and Description(s) of
Signatory(ies)
MIAO SHENGHE
(
繆勝合
)
TAOAO
VILLAGE, TONGPU TOWN,
RUIAN CITY,
ZHEJIANG PROVINCE, CHINA.
Merchant
Number of
Share(s)
taken by each
Signatory
10,000
Total Number of Share(s)
Taken....
10,000
Mr.
WONG Jun
Secretary
FT B,
13/F.,
Nam Pak Hong Bldg,
26-28 Bonham Strand West,
Sheung Wan HongKong.
Dated
the 4th September 2010.
WITNESS
to the above
signature(s):
2
THE COMPANIES ORDINANCE
(CHAPTER 32)
________________________________
Private Company Limited by
Shares
________________________________
ARTICLES OF
ASSOCIATION
OF
Thailand Three Trees Group Co., Limited
泰國三棵樹集團有限公司
PRELIMINARY
1.
The
regulations 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
specifically
excluded
or
are
inconsistent
with
the
Articles
herein
contained. In
particular, but without in any way limiting the
generality of the foregoing, clauses 11, 24, 25,
49, 55,
81, 86, 91 to 99 inclusive,
101, 108, 114 and 136 of Table A shall not apply
or are modified as hereinafter appearing.
2.
The Company
is a private company, and
accordingly:
?
(a)
no invitation shall be
issued to the public to subscribe for any shares
or debentures of the Company;
(b)
the
number
of
the
members
of
the
Company
(not
including
persons
who
are
in
the
employment
of
the
Company,
and
persons
who,
having
been
formerly
in
the
employment
of
the
Company
were,
while
in
that
employment, and have continued after
the determination of that employment to be,
members of the Company) shall
be
limited to fifty, provided that where two or more
persons hold one or more shares in the Company
jointly they
shall, for the purposes of
this Article, be treated as a single member; and
(c)
the right to transfer
the shares of the Company shall be restricted in
manner hereinafter appearing.
SHARES
3.
The
Shares
shall
be
under
the
control
of
the
Directors
who
may
subject
to
section
57B
of
the
Ordinance allot or
otherwise dispose of the same to such person or
persons on such terms and conditions and
either at a premium or at par and with
such rights and privileges annexed thereto and at
such times as the
Directors may think
fit and with full power to give to any person the
call of any shares either at par or at a
premium during such time and for such
consideration as the Directors think fit, and in
particular such shares
or any of them
may be issued by the Directors with a
preferential, deferred or qualified right to
dividends,
and
with a
special or qualified right of
voting or
without
a right of voting.
Any
preference share
may be
issued on the terms that it is, or at
the option of the Company is, liable to be
redeemed.
4.
The Company
shall have the first and paramount lien upon all
the shares registered in the name of
each
Member
and
upon
the
proceeds
of
sale
thereof,
for
his
debts,
liabilities
and
engagements,
solely
or
jointly
with
any
other
person,
to
or
with
the
Company,
whether
the
period
for
the
payment,
fulfilment
or
discharge thereof shall
have actually arrived or not, and such lien shall
extend to all dividends from time to
time declared in respect of such
shares.
5.
Save as herein
otherwise provided, the Company shall be entitled
to treat the registered holder of
any
shares
as
the
absolute
owner
thereof,
and
accordingly
shall
not,
except
as
ordered
by
a
Court
of
competent jurisdiction or as by
Ordinance required, be bound to recognise any
equitable or other claim to, or
interest in, such shares on the part of
any other person.
6.
Subject
to the Ordinance and the sanction of the Court,
the Company may by special resolution issue shares
at a discount.
TRANSFER OF SHARES
7.
The Directors may in their absolute
discretion and without assigning any reason
therefor, refuse to
register a transfer
of any share. If the Directors refuse to register
a transfer they shall within two months after
3