Registration of Securities (General Form) — Form 10 Filing Table of Contents
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1: 10-12G Registration of Securities (General Form) HTML 1.77M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 180K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 79K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 80K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 80K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 70K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, HTML 15K
Liquidation or Succession
8: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 35K
17: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 198K
18: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 79K
19: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 22K
9: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 25K
10: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 25K
11: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 19K
12: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 63K
13: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 163K
14: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 22K
15: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 197K
16: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 29K
20: EX-4.1 Instrument Defining the Rights of Security Holders HTML 10K
21: EX-4.2 Instrument Defining the Rights of Security Holders HTML 10K
22: EX-4.3 Instrument Defining the Rights of Security Holders HTML 10K
23: EX-10.1 Material Contract HTML 68K
24: EX-10.2 Material Contract HTML 89K
25: EX-10.3 Material Contract HTML 187K
26: EX-10.4 Material Contract HTML 40K
27: EX-10.5 Material Contract HTML 40K
28: EX-10.6 Material Contract HTML 40K
29: EX-10.7 Material Contract HTML 82K
EX-3.11 — Articles of Incorporation/Organization or By-Laws
is this
day incorporated in Hong Kong under the Companies Ordinance, and that this
company is limited.
Issued by
the undersigned on 28 October, 2005
(Sd.)
Ms. Teresa K. L. LAI
Ms.
Teresa K. L. LAI
for
Registrar of Companies
Hong
Kong
Artwork
and Design by Cayman-Hong Kong Corporate Services Limited Tel:
2544-3249
THE
COMPANIES ORDINANCE (Chapter 32)
Private
Company Limited by Shares
MEMORANDUM
OF ASSOCIATION
OF
TRI-WAY
INDUSTRIES LIMITED
First:-
The name of the Company is "TRI-WAY INDUSTRIES 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 and the Company shall have power to divide the original or any
increased capital into several classes, and to attach thereto any preferential,
deferred, qualified, or other special rights, privileges, restrictions or
conditions.
1
We, the
undersigned subscriber, whose name, address and description are hereto
subscribed, are desirous of being formed into a Company in pursuance of this
Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite to the respective
name:-
Name,
Address and Description of
Subscriber
Number of Shares taken by the
Subscriber
For and
on behalf of
Cayman HK
Nominees Limited
(Sd.) Raymond Leung
Raymond
Leung
CAYMAN
HK NOMINEES LIMITED
One
25/F
Car Po Commercial Building,
18
Lyndhurst Terrace, Central
Hong
Kong.
Corporation
Total
Number of Shares Taken
One
Dated the
18th Day of October, 2005
WITNESS
to the above signature.
(Sd.)
Cheng, Chan Yuet Har
Cheng,
Chan Yuet Har
Secretary
25/F
Car Po Commercial Building,
18
Lyndhurst Terrace, Central, Hong
Kong
2
THE
COMPANIES ORDINANCE (Chapter 32)
Private
Company Limited by Shares
ARTICLES
OF ASSOCIATION
OF
TRI-WAY
INDUSTRIES LIMITED
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, 49,
55, 77, 78, 79, 81, 86, 91 to 101 inclusive, 108, 114 and 132, 134 to 136
inclusive, of Table A shall not apply or are modified as hereinafter
appearing.
PRIVATE
COMPANY
2. The
Company shall be a private company and accordingly the following provisions
shall have effect:-
(a)
The
number of Members for the time being 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 having continued after the determination of such employment to be,
Members of the Company) is not to exceed fifty, but where two or more
persons hold one or more shares in the Company jointly, they shall, for
the purpose of this paragraph, be treated as a single
Member.
(b)
Any
invitation to the public to subscribe for any shares or debentures or
debenture stock of the Company is hereby
prohibited.
(c)
The
right of transfer of shares shall be restricted as hereinafter
provided.
(d)
The
Company shall not have power to issue share warrants to
bearer.
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. The Directors may at any
time either generally or in any particular case waive any lien that has arisen,
or declare any share to be wholly or partially exempt from the provisions of
this Article.
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.
3
TRANSFER
OF SHARES
7. The
Directors may, subject to Section 69 of the Ordinance, in their absolute
discretion and without assigning
any reason therefor, refuse to register a transfer of any shares. If the
Directors refuse to register a
transfer they shall within two months after the date on which the transfer was
lodged with the Company, send to
the transferor and transferee notice of the refusal.
REDEMPTION
OR PURCHASE OF OWN SHARES
8. Subject
to the Ordinance, the Company may by special resolution redeem or purchase its
own shares out of
its capital.
GENERAL
MEETINGS
9. A General
Meeting shall be held once in every year at such time (not being more than
fifteen months after the holding of the last preceding General Meeting) and
place as may be prescribed by the Company in General Meeting and if no other
time or place is prescribed a General Meeting shall be held at such time and
place as the Directors may from time to time determine. General Meetings held
under this Article shall be called Annual General Meetings. General Meetings
other than the Annual Meetings shall be called Extraordinary General Meetings.
Provided that so long as the Company holds its First Annual General Meeting
within 18 months of its incorporation, it need not hold it in the year of its
incorporation or in the following year.
10.
(a)
Subject
to Section 116C of the Ordinance, an Annual General Meeting and a meeting
called for the passing of a special resolution shall be called by not less
than 21 days' notice in writing, and any other general meeting shall be
called by not less than 14 days' notice in writing. However, a meeting
that is called by shorter notice than herein provided shall nevertheless
be deemed to have been duly called if it is so
agreed:
(i)
in
the case of Annual General Meetings, by all the members entitled to attend
and vote; and
(ii)
in
the case of any other meeting, by a majority in number of the members
having the right to attend and vote at the meeting, being a majority
together holding at least 95 per cent in nominal value of the shares
giving that right.
(b)
The
quorum for the transaction of business at any General Meeting shall be two
members present in person or by proxy, except when the Company has only
one member, the sole member shall have the power to transact business as
if at a General Meeting.
(c)
Meetings
may be held in Hong Kong or at such other place or places in the world as
the majority of the shareholders in value shall from time to time by
resolution determine.
(d)
A
resolution in writing signed by 100% of the shareholders and annexed or
attached to the General Meetings Minute Book shall be as valid and
effective as a resolution passed at a meeting duly convened. The signature
of any shareholder may be given by his Attorney or Proxy. Any such
resolution may be contained in one document or separate copies prepared
and/or circulated for the purpose and signed by one or more
shareholders.
DIRECTORS
11. Unless
and until otherwise determined by an ordinary resolution of the Company, the
number of Directors shall be not fewer than one, and there shall be no maximum
number of Directors.
12. The first
Directors shall be appointed in writing by the subscribers to the Memorandum of
Association of the Company or by the Company in general
meeting.
13. A
Director need not hold any shares in the Company. A Director who is not a member
of the Company shall nevertheless be entitled to attend and speak at general
meetings.
DIRECTORS'
REMUNERATION
14.
(a)
The
Directors shall be paid out of the funds of the Company remuneration for
their services such sum
(if any) as the Company may by ordinary resolution from time to time
determine.
(b)
The
Directors shall also be entitled to be paid their reasonable expenses
incurred in consequence of their attendance at meetings of Directors,
committee meetings or general meetings or otherwise in or about the
business of the Company.
4
15. The
Directors may award extra remuneration out of the funds of the Company (by way
of salary, bonus,
commission or otherwise as the Directors may determine) to any Director who
performs services which in
the opinion of the Directors are beyond the scope of the ordinary duties of a
Director.
POWERS
OF DIRECTORS
16. The
business of the Company shall be managed by the Directors, who shall pay all
expenses incurred in the formation and registration of the Company, and who may
exercise all such powers of the Company as are not by the Ordinance or by these
Articles required to be exercised by the Company in general meeting, subject to
any provision in these Articles or the Ordinance and to any resolution, not
being inconsistent with any such provision, as may be passed by the Company in
general meeting; but no such resolution shall invalidate any prior act of the
Directors. The general powers given to the Directors by this Article shall be in
addition to, and not limited or restricted by, any special authority or power
given to the Directors by any other Article.
17. The
Directors may establish any local boards or agencies for managing any of the
affairs of the Company, either in Hong Kong or elsewhere, and may appoint any
persons to be members of such local boards, or any managers or agents for the
Company, and may fix their remuneration, and may delegate (with or without power
to sub-delegate as the Directors shall determine) to any local board, manager or
agent any of the powers, authorities and discretions vested in the Directors,
and may authorise the members of any local boards, or any of them, to fill any
vacancies therein, and to act notwithstanding vacancies, and any such
appointment or delegation may be made upon such terms and subject to such
conditions as the Directors may think fit, and the Directors may remove any
person so appointed, and may annul or vary any such delegation, but no person
dealing in good faith and without notice of any such annulment or variation
shall be affected thereby.
18. The
Directors may from time to time and at any time by power of attorney or other
instrument appoint any person or body of persons to be the attorney or attorneys
of the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Directors under
these Articles) and for such period and subject to such conditions as they may
think fit, and any such power of attorney or other instrument may contain such
provisions for the protection and convenience of persons dealing with any such
attorney as the Directors may think fit, and may also authorise any such
attorney to sub-delegate all or any of the powers, authorities and discretions
vested in him.
19. Subject
to and to the extent permitted by the Ordinance, the Company, or the Directors
on behalf of the Company, may cause to be kept in any territory a Branch
Register of members resident in such territory, and the Directors may make and
vary such regulations as they may think fit respecting the keeping of any such
Branch Register.
20. All
cheques, promissory notes, drafts, bills of exchange, and other negotiable or
transferable instruments, and all receipts for moneys paid to the Company, shall
be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be,
in such manner as the Directors shall from time to time by resolution
determine.
21.
(a)
The
Directors may exercise all the powers of the Company to borrow money and
to mortgage or charge all or any part of the undertaking, property and
assets (present and future) and uncalled capital of the Company and to
issue debentures, debenture stocks, bonds and other securities, whether
outright or as collateral security for any debt, liability or obligation
of the Company or of any third party. Debentures, debenture stocks, bonds
and other securities of the Company may be made assignable free from any
equities between the Company and the person to whom the same may be
issued, and may be issued at a discount, premium or otherwise and with any
special privileges as to redemption, surrender, drawings, allotment of
shares, attending and voting at general meetings of the Company,
appointment of Directors and
otherwise.
(b)
The
Directors shall cause a proper register to be kept, in accordance with the
provisions of the Ordinance, of all mortgages and charges affecting the
property of the Company and shall duly comply with the requirements of the
Ordinance in regard to the registration of mortgages and charges therein
specified and otherwise. Where any uncalled capital of the Company is
charged, all persons taking any subsequent charge thereon shall take the
same subject to such prior charge, and shall not be entitled, by notice to
the members of otherwise, to obtain priority over such prior
charge.
APPOINTMENT
AND REMOVAL OF DIRECTORS
22. The
Company may, from time to time, by ordinary resolution appoint new
Directors.
5
23. The
Company may by ordinary resolution remove any Director notwithstanding anything
in these Articles or in any agreement between him and the Company and may
appoint another person in his stead.
24. The
Directors shall have power, exercisable at any time and from time to time, to
appoint any other person as a Director, either to fill a casual vacancy or as an
addition to the Board.
25. The
continuing directors may act notwithstanding any vacancy in their body, save
that if the number of directors shall have been fixed at two or more persons and
by reason of vacancies having occurred in the Board there shall be only one
continuing director, he shall be authorised to act alone, but only for the
purpose of increasing the number of Directors to that number, or of summoning a
General Meeting of the Company, and for no other purpose. If there shall be no
Director able or willing to act, then any two members may summon a general
meeting for the purpose of appointing Directors, except when the Company has
only one member, the sole member may by written resolution appoint
Directors.
ALTERNATE
DIRECTORS
26. Each
Director may by written notification to the Company nominate any other person to
act as alternate Director in his place and at his discretion in similar manner
remove such alternate Director. The alternate Director shall (except as regards
the power to appoint an alternate) be subject in all respects to the terms and
conditions existing with reference to the other Directors of the Company; and
each alternate Director, whilst acting as such, shall exercise and discharge all
the functions, powers and duties of the Director he represents, but shall look
to such Director solely for his remuneration as alternate Director. Every person
acting as an alternate Director shall have one vote for each Director for whom
he acts as alternate (in addition to his own vote if he is also a Director). The
signature of an alternate Director to any resolution in writing of the Board or
a committee of the Board shall, unless the notice of his appointment provides to
the contrary, be as effective as the signature of his appointor. Any Director of
the Company who is appointed an alternate director shall be considered as two
Directors for the purpose of making a quorum of Directors. Any person appointed
as an alternate Director shall vacate his office as such alternate Director if
and when the Director by whom he has been appointed removes him or vacates
office as Director. A Director shall not be liable for the acts or defaults of
any alternate Director appointed by him.
DIRECTORS'
INTERESTS
27. A
Director who is in any way, whether directly or indirectly, interested in a
contract or proposed contract with the Company shall declare the nature of his
interest in accordance with the provisions of the Ordinance. A general notice
given to the Board of Directors by a Director to the effect that he is a member
or a director of a specified company or entity, and is to be regarded as
interested in any contract, arrangement or dealing which may, after the date of
the notice, be entered into or made with that company or entity, shall, for the
purpose of this Article, be deemed to be a sufficient disclosure of interest in
relation to any contract, arrangement or dealing so entered into or made.
Without prejudice to the generality of the foregoing, a Director shall give
notice to the Company of such matters relating to himself as may be necessary
for the purposes of Sections 155B, 158,161 and 161B of the
Ordinance.
28. A
Director may hold any other office or place of profit under the Company (other
than the office of Auditor or where prohibited by Section 154 of the Ordinance),
and he or any entity of which he is a member or a director may act in a
professional capacity for the Company in conjunction with his office of
Director, for such period and on such terms (as to remuneration and otherwise)
as the Directors may determine. No Director or intended Director shall be
disqualified by his office from contracting with the Company, nor shall any
contract or arrangement entered into by or on behalf of the Company with any
Director or any entity or company in which any Director is in any way interested
be liable to be avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit, remuneration or
other benefits realised by any such contract or arrangement by reason only of
such Director holding that office, or of any fiduciary relationship thereby
established.
29. A
Director shall be entitled to vote as a Director in respect of any contract or
arrangement in which he is interested or upon any matter arising thereout, and
if he shall so vote his vote shall be counted, and he shall be taken into
account in determining the quorum for the meeting at which any such contract or
arrangement is to be considered.
6
30. A
Director
may hold office as a director in or manager of any other company in which the
Company is a shareholder or is otherwise interested, and (subject to any
agreement with the Company to the contrary) shall not be liable to account to
the Company for any remuneration or other benefits receivable by him from such
other company. The Board may exercise the voting powers conferred by the shares
in any other company held or owned by the Company in such manner in all respects
as the Board thinks fit (including the exercise thereof in favour of any
resolution appointing the Directors or any of them directors or other officers
of such company or voting or providing for the payment of remuneration to the
directors of such company) and any Director of the Company may vote in favour of
the exercise of such voting rights in manner aforesaid notwithstanding that he
may be, or be about to be, appointed a director or other officer of such other
company and as such is or may become interested in the exercise of such voting
rights in manner aforesaid.
DIRECTORS'
MEETINGS
31.
(a)
Meetings
of the Directors may be held in Hong Kong or in any other part of the
world as may be convenient
for the majority.
(b)
Notice
of a meeting of Directors shall be deemed to be duly given to a Director
if it is given to him personally, orally or in writing, or sent to him at
his last known address or any other address given by him to the Company
for this purpose. A Director may consent to short notice of and may waive
notice of any meeting and any such waiver may be
retrospective.
(c)
The
Directors may elect a Chairman of the Board and determine the period for
which he is to hold office; but if no such Chairman be elected, or if at
any meeting the Chairman be not present within 5 minutes after the time
appointed for holding the meeting, the Directors present may choose one of
their members as the chairman of such
meeting.
(d)
Unless
otherwise determined by the Company by Ordinary Resolution, the quorum for
meeting of the Directors shall be two. Matters arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes,
and in case a chairman of the meeting is chosen or elected, the chairman
shall have a second or casting
vote.
(e)
A
resolution in writing signed by all the Directors (so long as they
constitute a quorum as provided in Article 31 (d) hereof) and annexed or
attached to the Directors' Minute Book shall be as valid and effective as
a resolution passed at a meeting duly convened. The signature of any
Director may be given by his Alternate. Any such resolution may be
contained in one document or separate copies prepared and/or circulated
for the purpose and signed by one or more of the Directors. A cable, telex
or fax message sent by a Director or his Alternate shall be deemed to be a
document signed by him for the purpose of this
Article.
(f)
If
the Company shall have only one director, the provisions hereinbefore
contained for meetings of the directors shall not apply but such sole
director shall have full power to represent and act for the Company in all
matters and in lieu of minutes of a meeting shall record in writing and
sign a note of memorandum of all matters requiring a resolution of the
directors. Such note or memorandum shall constitute sufficient evidence of
such resolution for all purposes.
THE
SEAL
32. The
Directors shall procure a common seal to be made for the Company, and shall
provide for the safe custody thereof. The Seal shall not be affixed to any
instrument except by the authority of the Directors or a committee authorised by
the Board in that behalf, and every instrument to which the Seal shall be
affixed shall be signed by one Director or some other person nominated by the
Directors for the purpose.
33. The
Company may exercise all the powers of having official seals conferred by the
Ordinance and such
powers shall be vested in the Directors.
SECRETARY
34. The
Directors shall appoint a Secretary of the Company for such period, at such
remuneration and upon such
conditions as they may think fit, and any Secretary so appointed may be removed
by them. In the event
that the Secretary appointed is a corporation or other body, it may act and sign
by the hand of any one or
more of its directors or officers duly authorised. The First Secretary of the
Company shall be CAYMAN - HONG KONG CORPORATE SERVICES
LIMITED.
NOTICES
35. Every
member shall register with the Company an address to which notices can be sent
and if any member
shall fail so to do notice may be given to such member by sending the same to
his last known place of
business or residence or, if there be none, by posting the same for three days
at the office of the Company.
7
WINDING
UP
36. If the
Company shall be wound up and the assets available for distribution among the
members as such shall be insufficient to repay the whole of the paid up Capital,
such assets shall be distributed so that as near as may be the losses shall be
borne by the members in proportion to the capital paid up or which ought to have
been paid up at the commencement of the winding up on the shares held by them
respectively and if in a winding up the assets available for distribution among
the members shall be more than sufficient to repay the whole of the capital paid
up at the commencement of the winding up the excess shall be distributed among
the members in proportion to the capital at the commencement of the winding up
paid up or which ought to have been paid up on the shares held by them
respectively. This Article is to be without prejudice to the rights of the
holders of any shares issued upon special terms and
conditions.
37.
(a)
If
the Company shall be wound up whether voluntarily or otherwise the
liquidators may with the sanction
of a special resolution divide among the contributories in specie or kind
any part of the assets of the Company and may with the like sanction vest
any part of the assets of the Company in trustees upon such trusts for the
benefit of the contributories or any of them as the liquidators with the
like sanction think fit.
(b)
If
thought expedient any such division may be otherwise than in accordance
with the legal rights of the contributories and in particular any class
may be given preferential or special rights or may be excluded altogether
or in part; but in case any division otherwise than in accordance with the
legal rights of the contributories shall be determined on any contributory
who would be prejudiced thereby shall have a right to dissent and
ancillary rights as if such determination were a Special Resolution passed
pursuant to Section 237 of the
Ordinance.
(c)
In
case any of the shares to be divided as aforesaid consist of shares which
involve a liability to calls or otherwise, any person entitled under such
division to any of the said shares may, within ten days after the passing
of the special resolution by notice in writing, direct the Liquidator to
sell his proportion and pay him the net proceeds, and the Liquidator
shall, if practicable, act
accordingly.