[{"id":"231d7d1d-a3ec-4fc5-b628-7cb8e0d4a58a","order":1,"text":"THE COMPANIES ORDINANCE (CHAPTER 622)","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"10"},{"id":"7f40f8b1-eb95-43e6-bfb9-ad15d6d277ea","order":2,"text":"PRIVATE COMPANY LIMITED BY SHARES","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"56b0368a-dc54-4918-a4c3-b46ba89d8920","order":3,"text":"ARTICLES OF ASSOCIATION","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ecf66926-8262-4edb-a67a-3a2d63648c26","order":4,"text":"OF","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fc9fb196-2e85-4b44-a41d-de7de0022ec1","order":5,"text":"[Company name]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1f1c203c-50fb-47be-9300-1af973d915ed","order":6,"text":"[Chinese name]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"cc150ef3-6f47-4fac-9bea-cd5813d1a1b6","value":"yes","type":"add","operator":"="}]},{"id":"3230df34-1b16-482e-8f73-e54d77b73124","order":7,"text":"Adopted on the incorporation of the Company and delivered to the Registrar of Companies together with the incorporation form.","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="}]},{"id":"435c3b59-d71a-4ed7-abcb-05bce981cb1f","order":8,"text":"Adopted by special resolution of the Company in substitution for, and to the exclusion of, all previous articles of association of the Company.","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"resolution","type":"add","operator":"="}]},{"id":"ef8400d3-6aed-49b1-a1e5-f207e89fc4d1","order":9,"text":"1. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"b8b0917b-3673-4b48-bdac-370f2543ee21","order":10,"text":"In these Articles, unless the context otherwise requires, the following expressions have the meanings set out below, and an expression which is defined in the Ordinance and is not otherwise defined in these Articles has the meaning given to it by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"43f17047-d628-4953-a3ca-a4a24b3a16aa","order":11,"text":"Company means [Company name], a private company limited by shares incorporated in Hong Kong under the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9eb61664-64c2-45a9-87ea-3e95e6ed4de4","order":12,"text":"Ordinance means the Companies Ordinance (Cap. 622), together with every other ordinance for the time being in force concerning companies and affecting the Company, and a reference to a provision of the Ordinance is a reference to that provision as amended, extended or re-enacted from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"25741797-4e95-485f-9a30-572c9ded7057","order":13,"text":"Articles means these articles of association as originally adopted and as altered from time to time in accordance with the Ordinance, and Article means one of them together with its heading.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3c314ccc-e58b-4d85-8bff-e8a5b3725c1d","order":14,"text":"Directors means the directors of the Company for the time being, acting collectively, whether at a duly convened meeting at which a quorum is present or by a resolution passed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"bcd316df-230d-41c9-a459-85fb01926a38","order":15,"text":"Member means a person whose name is entered in the register of members of the Company as the holder of a share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c015688e-087e-44da-ba18-978173b8486b","order":16,"text":"Office means the registered office of the Company for the time being, and Secretary means the company secretary of the Company for the time being, including any assistant, deputy or joint company secretary.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d66e82fc-5434-4af5-8508-822f7978b335","order":17,"text":"Ordinary resolution and special resolution have the meanings given to them by the Ordinance, and a reference to a resolution passed at a general meeting includes a written resolution passed in accordance with the Article headed Written resolutions of members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"54bdeadb-29bf-44c1-ad73-3a5c8dab3a2a","order":18,"text":"In writing means any communication in legible form, whether in hard copy form, in electronic form or otherwise, and a document is authenticated if it is authenticated in a manner permitted by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"41d6f393-7010-4e6f-97c2-bb5be13ed36d","order":19,"text":"Hong Kong means the Hong Kong Special Administrative Region of the People's Republic of China, and Registrar means the Registrar of Companies in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"500481e6-4e27-4aba-81d4-728253bf9bd5","order":20,"text":"Clear days, in relation to a period of notice, means that period excluding the day on which the notice is given or is deemed to be given and the day on which it is to take effect or on which the meeting is to be held.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"bd5bde0e-dbf1-4f2e-82b2-c9fc98c05e29","order":21,"text":"Business day means a day, other than a Saturday, a Sunday or a general holiday in Hong Kong, on which licensed banks in Hong Kong are open for general banking business, and Court means the Court of First Instance of the High Court of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"141d9085-cf9a-497f-a74c-d6bf252be075","order":22,"text":"Words importing the singular include the plural and the converse; words importing one gender include every other gender; and words importing persons include bodies corporate, partnerships and unincorporated associations. The headings of the Articles do not affect their construction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"77e0f1d7-07c1-4a09-92be-cee30f3b8b72","order":23,"text":"2. NAME AND OBJECTS OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"04a6d456-af90-4edf-b269-087a2c91b12f","order":24,"text":"The name of the Company is [Company name], and that name is the registered name of the Company for all purposes of the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"75763b14-b070-4cbd-94ba-b74005089c2c","order":25,"text":"The Company also has the Chinese name [Chinese name], and either name may be used by the Company for all purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"cc150ef3-6f47-4fac-9bea-cd5813d1a1b6","value":"yes","type":"add","operator":"="}]},{"id":"30bd92dd-6b57-41f6-b892-2fbe9ed1929f","order":26,"text":"The Company must display and disclose its registered name in the manner required by the Ordinance and by the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B), in particular at its registered office, in its communication documents and transaction instruments and on its website.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"cc5c4aa6-248f-4519-82d5-84fb99d3ab53","order":27,"text":"These Articles do not state the objects of the Company. Accordingly the Company has, subject to the Ordinance and to any other law, the capacity, and the rights, powers and privileges, of a natural person of full age, and the business which the Company may carry on is not restricted by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c69c343a-de11-4ac5-9200-3ce46cbac99c","order":28,"text":"3. LIABILITY OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"2ec40342-4d9d-4224-afa7-4a8865194079","order":29,"text":"The liability of the members of the Company is limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f953ccfa-489c-41d2-b751-5b48550057e1","order":30,"text":"The liability of a member arising from the holding of a share in the Company is limited to any amount unpaid on that share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"2108208e-f30e-461a-a28c-7c889cd93653","order":31,"text":"4. STATUS OF THE COMPANY AS A PRIVATE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"ad72bae3-c89e-491e-917e-52204ab4536f","order":32,"text":"The Company is a private company limited by shares within the meaning of the Ordinance, and the following restrictions apply for so long as it remains a private company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"09619af6-103a-4a3a-8a6d-06e2ff17b8da","order":33,"text":"The right of a member to transfer shares in the Company is restricted in the manner provided by these Articles, and in particular the Directors may refuse to register a transfer of shares in accordance with the Article headed Transfer of shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"88e574ae-100b-4f42-9d17-467e9e6e31d2","order":34,"text":"The number of members of the Company is limited to 50, not including a person who is an employee of the Company and a person who, having been a member of the Company while an employee of the Company, continues to be a member after ceasing to be such an employee. Where two or more persons hold a share jointly, they are treated as a single member for this purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9a91b150-8e01-4fd8-aa2f-65d2e9c4a13f","order":35,"text":"Any invitation to the public to subscribe for any shares in, or debentures of, the Company is prohibited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9cf22800-2f4e-413d-b3bd-5dbf3d9a6004","order":36,"text":"5. CAPITAL AND INITIAL SHAREHOLDINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"cc6389cb-5e66-41c9-aa68-61ad43d80fde","order":37,"text":"The total number of shares that the Company proposes to issue on its formation is [Number of shares].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"bb78ce9d-4e2c-47dc-ad0a-634acd6c22a6","order":38,"text":"The total amount of share capital to be subscribed by the founder members of the Company on its formation is [Amount] Hong Kong dollars.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ccecc432-7379-4bf5-9a26-65bb89baa3f2","order":39,"text":"Of that amount, [Amount] Hong Kong dollars is to be paid up on the shares taken by the founder members, and [Amount] Hong Kong dollars is to remain unpaid on those shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"0dff5458-79c5-4c58-9919-45b1179630d4","order":40,"text":"The shares taken by the founder members on the formation of the Company are Ordinary Shares, and no such share is taken subject to any right, privilege or restriction other than those attaching to the Ordinary Shares under these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f68e4fbb-6f51-4efe-a656-b8efe622f793","order":41,"text":"These Articles do not state a maximum number of shares that the Company may issue.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"64a76042-623c-41ae-951b-98a5834cdf14","order":42,"text":"The founder members of the Company, and the number of shares which each of them has agreed to take on the formation of the Company, are set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0c3b6dab-01c3-47a1-8e51-fc734a08e00e","order":43,"text":"First founder member: [Full name], of [Address], identification number [Identification number] — [Number] Ordinary Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"40ef3884-d8b2-46c6-be65-aa362faea58f","order":44,"text":"Second founder member: [Full name], of [Address], identification number [Identification number] — [Number] Ordinary Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"1","type":"remove","operator":"="}]},{"id":"cf952fe1-0644-4f6e-9a3c-80ec74b60e1e","order":45,"text":"Third founder member: [Full name], of [Address], identification number [Identification number] — [Number] Ordinary Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"1","type":"remove","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"2","type":"remove","operator":"="}]},{"id":"8eebd139-8509-40bc-8528-5fa404524569","order":46,"text":"6. EXCLUSION OF THE MODEL ARTICLES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"29ccaa25-13db-4a42-99d7-7ab26bba771a","order":47,"text":"The model articles for private companies limited by shares prescribed by the Companies (Model Articles) Notice (Cap. 622H) do not apply to the Company and are excluded in their entirety, except to the extent that a provision of those model articles is expressly incorporated into these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e035f632-9688-4f89-8ac7-b233b1d4fd7f","order":48,"text":"The regulations contained in these Articles constitute the whole of the articles of association of the Company, and no other regulation applies to the Company by way of default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"45218510-465a-4e4c-8b48-15bb7aa354cc","order":49,"text":"7. SHARES AND RIGHTS ATTACHING TO SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"05f30959-6806-469c-ac43-e8846f25cb6e","order":50,"text":"Shares in the Company have no nominal value. A share or other interest of a member in the Company is personal property and is transferable in the manner provided by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"554f2ab5-dccb-4b34-aee0-db9420d38277","order":51,"text":"Subject to the Ordinance and to these Articles, the Company may issue shares of different classes, carrying such rights, privileges, conditions and restrictions as the Company may determine by ordinary resolution or, in the absence of any such determination, as the Directors may determine before the shares are issued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"b4f3ee33-d200-43fb-9930-cadee63b01bc","order":52,"text":"The share capital of the Company consists of a single class of shares, the Ordinary Shares. Each Ordinary Share confers on its holder the right to receive notice of, and to attend and speak at, every general meeting of the Company, one vote on a poll at every general meeting, the right to participate equally in every dividend and other distribution declared or made by the Company, and the right to participate equally in any surplus assets on a winding up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6b687d37-ede0-4c75-9bed-d1273586dc34","value":"single","type":"add","operator":"="}]},{"id":"75ca6302-230e-4ceb-a085-da10ed300b62","order":53,"text":"The share capital of the Company consists of two classes of shares, the Class A Ordinary Shares and the Class B Ordinary Shares. The two classes rank equally in all respects, and in particular as to dividends and other distributions and as to the return of capital and participation in surplus assets on a winding up, save only as to the right to vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6b687d37-ede0-4c75-9bed-d1273586dc34","value":"ab","type":"add","operator":"="}]},{"id":"67c5ab35-dbdd-4fd0-ac36-5889f1cb451b","order":54,"text":"Each Class A Ordinary Share confers on its holder one vote on a poll at every general meeting of the Company. The Class B Ordinary Shares do not confer any right to vote at a general meeting, except on a resolution to wind up the Company, on a resolution to alter these Articles in a manner that would vary or abrogate the rights attaching to the Class B Ordinary Shares, and in any case where the Ordinance confers a right to vote that cannot be excluded by these Articles. The holders of Class B Ordinary Shares are entitled to receive notice of, and to attend and speak at, every general meeting of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6b687d37-ede0-4c75-9bed-d1273586dc34","value":"ab","type":"add","operator":"="}]},{"id":"ec77c28d-1ee3-4a4a-8a9c-db63de58c855","order":55,"text":"The share capital of the Company consists of two classes of shares, the Ordinary Shares and the Preference Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6b687d37-ede0-4c75-9bed-d1273586dc34","value":"pref","type":"add","operator":"="}]},{"id":"3da6a805-1add-4172-b78e-a6ead7db062a","order":56,"text":"The Preference Shares confer on their holders the right to a fixed cumulative preferential dividend at the rate of [Rate] per cent per annum on the amount subscribed for those shares, payable out of profits available for distribution in priority to any dividend on the Ordinary Shares, and, on a return of capital, the right to repayment of the amount subscribed together with any arrears of the preferential dividend, in priority to any payment to the holders of the Ordinary Shares. The Preference Shares confer no further right to participate in the profits or assets of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6b687d37-ede0-4c75-9bed-d1273586dc34","value":"pref","type":"add","operator":"="}]},{"id":"1e3f6604-a69b-459c-a9f1-93f1865f4e1b","order":57,"text":"The Preference Shares do not confer any right to vote at a general meeting of the Company, except where the preferential dividend is in arrears for six months or more, on a resolution to wind up the Company, on a resolution that would vary or abrogate the rights attaching to the Preference Shares, and in any case where the Ordinance confers a right to vote that cannot be excluded by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"6b687d37-ede0-4c75-9bed-d1273586dc34","value":"pref","type":"add","operator":"="}]},{"id":"871edc10-14bb-44e8-b206-946b4e5d929c","order":58,"text":"Whenever the share capital of the Company is divided into different classes of shares, the rights attaching to any class may be varied or abrogated, whether or not the Company is being wound up, only with the consent in writing of the holders of at least 75 per cent of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class, and the provisions of these Articles relating to general meetings apply to such a separate meeting, save that the necessary quorum is two persons holding or representing by proxy at least one third of the issued shares of the class.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"032a2b4c-341b-4a04-b1cc-776f11b77ab1","order":59,"text":"The rights conferred on the holders of shares of any class are not, unless the terms of issue expressly provide otherwise, deemed to be varied by the creation or issue of further shares ranking equally with them, nor by the purchase or redemption by the Company of any of its own shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"0191d7ac-5406-4042-9779-78843ca1d9e6","order":60,"text":"Subject to the Ordinance, the Company may issue shares that are to be redeemed, or that are liable to be redeemed at the option of the Company or of the holder, on such terms as the Directors determine before the shares are issued.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e8f12763-8510-412b-99aa-5b29fe9c4342","order":61,"text":"The Company may not issue share warrants to bearer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a4d1762c-8b4c-4006-996f-86c1b5bd9076","order":62,"text":"Except as required by law, the Company is not bound to recognise, and is not compelled in any way to recognise, any equitable, contingent, future or partial interest in any share, or any interest in a fractional part of a share, other than the absolute right of the registered holder to the entirety of the share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"154fce54-425a-4e9f-93f0-a5014655e244","order":63,"text":"8. ALLOTMENT AND ISSUE OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"41f69b6a-357a-4a25-8b97-c0be85d33c7c","order":64,"text":"The Directors must not exercise any power of the Company to allot shares, or to grant a right to subscribe for or to convert any security into shares, unless the Company has approved the exercise of that power by resolution in accordance with the Ordinance, or unless the allotment or grant falls within an exception provided by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8c349a6c-b637-4f5e-b50d-8d886390baec","order":65,"text":"An approval given by the Company for that purpose may be given generally or in relation to a particular exercise of the power, may be unconditional or subject to conditions, and may be varied or revoked by a further resolution of the Company. Such an approval expires in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"466a520d-0137-4010-968f-ae78197a80b3","order":66,"text":"The approval of the Company is not required for an allotment of shares, or a grant of rights, made under an offer to the members of the Company in proportion as nearly as practicable to their existing holdings, for an allotment or grant on a bonus issue made to the members in the same proportions, for an allotment to a founder member of shares which that member has agreed to take on the formation of the Company, or for an allotment made in accordance with a right to subscribe for or to convert a security into shares where that right was itself granted with the approval of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"22853839-ad0b-41fb-a57c-f466a5542ae4","order":67,"text":"The exercise by the Directors of the power to allot shares is also subject to the Article headed Pre-emption rights on the issue of new shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}]},{"id":"5fa02224-95a0-407c-a96d-5246d11d2d91","order":68,"text":"Shares may be allotted for cash or for a consideration other than cash, and at such price and on such terms as the Directors determine, subject to the Ordinance and to these Articles. The Directors may allot shares as fully paid, partly paid or nil paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"fe24d174-2320-4246-8d45-35fa31fe5e6d","order":69,"text":"The Company must deliver a return of allotment, together with the statement of capital required by the Ordinance, to the Registrar within one month after an allotment of shares, and must register the allottee as the holder of the shares in the register of members within two months after the allotment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e74361b7-c10b-48ac-8728-d9beb857d748","order":70,"text":"The Company must not apply any of its shares or capital money, directly or indirectly, in payment of any commission, discount or allowance to a person in consideration of that person subscribing or agreeing to subscribe for shares in the Company, or procuring or agreeing to procure subscriptions for such shares, except to the extent permitted by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4f5978a5-388d-47f6-bbf7-284b86dba4b4","order":71,"text":"9. PRE-EMPTION RIGHTS ON THE ISSUE OF NEW SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S09"},{"id":"66de53a6-7e46-4698-8c81-86e770d944c6","order":72,"text":"Except with the prior consent in writing of the holders of at least 75 per cent of the issued shares carrying the right to vote at general meetings, shares which the Company proposes to allot must first be offered to the members in the manner set out in this Article before they may be allotted to any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}]},{"id":"a019ce74-325b-4f22-b1d5-99dd722f6bda","order":73,"text":"An offer under this Article must be made by notice in writing to each member, must specify the number and class of the shares offered, the price and any other terms on which they are offered, and must remain open for acceptance for a period of not less than [Number] days from the date of the notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}]},{"id":"a5b9d11f-9e17-49b9-9cb3-b51daf740134","order":74,"text":"The shares must be offered to the members in proportion, as nearly as practicable, to the number of shares then held by them respectively. A member may accept the offer in whole or in part, and may state in his acceptance that he is willing to take shares not accepted by other members, in which case the shares not so accepted are allotted among the members who have so stated in proportion, as nearly as practicable, to their existing holdings, and no member is obliged to take more shares than he has stated that he is willing to take.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}]},{"id":"3a96a6cf-cacf-4f6c-84b6-eb3ad2197e4c","order":75,"text":"Shares that are not accepted by the members within the period of the offer may, during the three months following the expiry of that period, be allotted by the Directors to any person at a price not less favourable to the Company, and on terms not more favourable to the allottee, than those on which they were offered to the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}]},{"id":"e0238ac0-8c87-43c4-a77f-c5bae9696574","order":76,"text":"This Article does not apply to an allotment of shares to a founder member on the formation of the Company, to an allotment of shares on a bonus issue made to all members in proportion to their existing holdings, to an allotment of shares under an employees' share scheme approved by the Company by ordinary resolution, or to an allotment of shares made in accordance with a right to subscribe for or to convert a security into shares where that right was granted with the consent required by this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ff601b07-cb1e-4b8f-939a-30579ff0b160","value":"yes","type":"add","operator":"="}]},{"id":"ba25850f-cd3c-4ce6-8dac-adb243b39c03","order":77,"text":"10. SHARE CERTIFICATES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"55919056-3917-4ebb-9eb7-0834e0dc4544","order":78,"text":"Every person whose name is entered in the register of members is entitled, without payment, to one certificate for all the shares of each class registered in his name, or, on payment of such reasonable fee as the Directors may determine, to several certificates each for one or more of his shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"13cbd215-026c-4b70-9487-6d9a03379fbf","order":79,"text":"The Company must complete and have ready for delivery the certificates for shares allotted within two months after the allotment, and the certificates for shares transferred within two months after the instrument of transfer is lodged with the Company, unless the terms of issue of the shares provide otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"883ac583-5265-408a-a85d-412686d4221d","order":80,"text":"A share certificate must state the number and class of the shares to which it relates, the amount paid up on those shares and the name of the holder, and must be executed by the Company in the manner provided by the Article headed Execution of documents and common seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"90e744ff-cb83-44c8-a731-60e8101346f9","order":81,"text":"Where a share is held jointly, the Company is not bound to issue more than one certificate in respect of it, and delivery of a certificate to the holder whose name stands first in the register of members is sufficient delivery to all the joint holders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f8a3918b-8be3-40ef-9aa2-ecb30bea8e88","order":82,"text":"If a share certificate is defaced, worn out, lost, stolen or destroyed, it may be renewed on such terms as to evidence and indemnity, and on payment of such reasonable out-of-pocket expenses, as the Directors may require and, in the case of defacement or wearing out, on delivery up of the old certificate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"dfbefc7e-ff03-4073-acef-187c3edfd535","order":83,"text":"The Company is not required to register more than four persons as the joint holders of a share, and persons holding a share jointly are treated as a single member of the Company for the purposes of these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"abcf0b30-aa9c-4e3b-929e-2736ec6934ee","order":84,"text":"11. CALLS ON SHARES, LIEN AND FORFEITURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"6f4610b5-98bb-4a77-b7fb-cca24e42b5d0","order":85,"text":"Subject to the terms on which shares are issued, the Directors may from time to time make calls on the members in respect of any amount unpaid on their shares, and each member must, on receiving at least 14 clear days' notice specifying the time and place of payment and the amount called, pay to the Company the amount called on his shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9c8bf0e1-b0bf-45ca-b883-6cec5fc8abcd","order":86,"text":"A call is deemed to have been made at the time when the resolution of the Directors authorising it was passed, may be made payable by instalments, and may be revoked or postponed, in whole or in part, by the Directors at any time before receipt by the Company of any amount due under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5a7c5b2a-aa25-4e3b-9aa2-a3acb8aa4b44","order":87,"text":"The joint holders of a share are jointly and severally liable to pay all calls in respect of that share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3856910c-d300-496c-a133-b26298db01d9","order":88,"text":"If an amount called is not paid on or before the day appointed for payment, the person from whom it is due must pay interest on the unpaid amount, from the day appointed for payment to the date of actual payment, at such rate not exceeding 10 per cent per annum as the Directors may determine, and must indemnify the Company against all costs and expenses incurred by the Company by reason of the non-payment. The Directors may waive payment of that interest, or of those costs and expenses, in whole or in part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"759527f0-6174-45f9-90f7-408eca34189f","order":89,"text":"The Company has a first and paramount lien on every share that is not fully paid, for all amounts payable to the Company, whether presently payable or not, in respect of that share, and that lien extends to every dividend and other amount payable in respect of the share. The Directors may at any time declare a share to be wholly or in part exempt from this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"95cf12e9-b0cd-4ee2-89ef-d47de7b2fa7d","order":90,"text":"The Company may sell, in such manner as the Directors determine, any share on which the Company has a lien, if an amount in respect of which the lien exists is presently payable and is not paid within 14 clear days after a notice in writing, demanding payment and stating that the share may be sold if payment is not made, has been given to the holder of the share or to the person entitled to it by transmission. The net proceeds of the sale must be applied in payment of the amount due and the balance, if any, paid to the person entitled to the share immediately before the sale.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"88145cef-46e9-404f-bd44-648a5d877b76","order":91,"text":"If a member fails to pay a call, or an instalment of a call, on the day appointed for payment, the Directors may give him not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest, costs and expenses that have accrued, and stating that, if the notice is not complied with, the shares in respect of which the call was made are liable to be forfeited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f6849895-8305-4a99-9b8d-bf969ed598cf","order":92,"text":"If a notice of intended forfeiture is not complied with, any share in respect of which it was given may be forfeited by a resolution of the Directors, and the forfeiture extends to every dividend and other amount payable in respect of the forfeited share that has not been paid before the forfeiture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"b8a4afc1-8a7f-4ef3-8198-5dad89a6eb8d","order":93,"text":"A forfeited share becomes the property of the Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine. The Directors may, at any time before a sale, re-allotment or other disposal, cancel the forfeiture on such terms as they think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"251d3110-2e98-4a56-83c8-b0a5ffc69c28","order":94,"text":"A person whose shares have been forfeited ceases to be a member in respect of those shares, but remains liable to pay to the Company all amounts which, at the date of forfeiture, were payable by him in respect of those shares, together with interest, until payment; and a statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date is conclusive evidence of that fact against all persons claiming to be entitled to the share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"0a1e0048-3bc9-4d17-8035-916d04e3dab4","order":95,"text":"12. TRANSFER OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"73c835cf-bec3-4e94-a113-63aaaf500b81","order":96,"text":"A member may transfer all or any of his shares by an instrument of transfer in any usual form, or in any other form approved by the Directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"63253f2e-c36a-4927-b30d-ddad5ddcfe43","order":97,"text":"The transferor remains the holder of the share until the name of the transferee is entered in the register of members in respect of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3df15029-ad4d-40c5-8dae-9c0f5dce4b2f","order":98,"text":"The Company must not register a transfer of shares unless a proper instrument of transfer, duly stamped where stamp duty is payable under the Stamp Duty Ordinance (Cap. 117), has been delivered to the Company together with 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 transfer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"fb5bc34f-cf9c-40cf-9553-91dbb4beb967","order":99,"text":"The Directors may, in their absolute discretion and without assigning any reason, refuse to register the transfer of any share, whether or not it is a fully paid share. The Directors must in particular refuse to register a transfer that would result in the number of members of the Company exceeding the limit stated in the Article headed Status of the Company as a private company, or a transfer in favour of a person who is not of full age or is of unsound mind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"27ba03c8-355f-406d-899d-9ae7a2fe6a96","order":100,"text":"The Directors must also refuse to register a transfer that is made in contravention of the Article headed Pre-emption rights on a transfer of shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"427ffea9-068e-4516-af9e-5f25b4071682","order":101,"text":"Where the Directors refuse to register a transfer of shares, the Company must, within two months after the date on which the instrument of transfer was lodged with it, send the transferee a notice of the refusal. If the transferor or the transferee so requests, the Directors must send him a statement of the reasons for the refusal within 28 days after receiving the request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c8e74d4b-39dd-4a96-ac0b-c8870968e331","order":102,"text":"The registration of transfers may be suspended, and the register of members closed, at such times and for such periods as the Directors may from time to time determine, provided that the register is not closed for more than 30 days in any year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5c438c72-59b9-48cd-8dfb-5b4780e09516","order":103,"text":"No fee may be charged by the Company for registering an instrument of transfer or any other document relating to or affecting the title to a share. The Company is entitled to retain any instrument of transfer that is registered, but an instrument of transfer that the Directors refuse to register must be returned to the person who lodged it, except where the Directors suspect that the proposed transfer is fraudulent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"356935f5-3a16-4b2b-8aeb-fe29444778c8","order":104,"text":"13. PRE-EMPTION RIGHTS ON A TRANSFER OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S13"},{"id":"130c1d91-09ea-435c-bc93-2ece8fe22383","order":105,"text":"Except in the case of a transfer permitted by this Article, a member who wishes to transfer any share, referred to in this Article as the Transferor, must first give notice in writing to the Company, referred to in this Article as a Transfer Notice, specifying the number and class of the shares he wishes to transfer, the identity of any proposed transferee and the price at which he is willing to transfer them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"c4df068f-dc1f-4ba6-8a88-9b0e7364ea78","order":106,"text":"A Transfer Notice constitutes the Company the agent of the Transferor for the sale of the shares comprised in it to the other members at the price specified in the Transfer Notice and, once given, may not be withdrawn except with the consent in writing of the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"551e396a-f6a8-49b8-b18d-b3818dac974f","order":107,"text":"On receipt of a Transfer Notice, the Company must offer the shares comprised in it to the members other than the Transferor, in proportion as nearly as practicable to the number of shares then held by them respectively. The offer must remain open for acceptance for a period of not less than [Number] days from the date on which it is made, and must invite each member to state whether he is willing to take shares not accepted by other members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"dc308442-3d73-40a7-b4a1-3930ad478e45","order":108,"text":"If the members accept the offer in respect of all of the shares comprised in the Transfer Notice, the Transferor must, on payment of the price, transfer those shares to the members who have accepted. If the Transferor fails to do so, the Directors may authorise any person to execute the instrument of transfer on his behalf, and the Company may receive the price and hold it on trust for the Transferor, and the entry of the name of the transferee in the register of members is not liable to be impeached on any ground.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"e870d379-3d31-4aa8-9e73-bac7902f9083","order":109,"text":"If the members do not accept the offer in respect of all of the shares comprised in the Transfer Notice within the period of the offer, the Transferor may, during the three months following the expiry of that period, transfer the shares not so accepted to any person at a price not less than that specified in the Transfer Notice, subject always to the right of the Directors to refuse to register the transfer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"ec783041-7aeb-4726-bbf4-d4c5630ec21a","order":110,"text":"This Article does not apply to a transfer made with the prior consent in writing of all of the members of the Company, to a transfer by a member who is an individual to the trustee of a trust of which that member is the settlor and under which no person other than that member and the members of his immediate family has a beneficial interest, or to a transfer by a member which is a body corporate to a body corporate that is its holding company, its subsidiary or a subsidiary of its holding company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"c5f03f19-0e6f-4a89-b0ac-fea5fe372f5f","value":"yes","type":"add","operator":"="}]},{"id":"259c3e80-6af3-43f1-81ef-c3bc0aa1ab73","order":111,"text":"14. TRANSMISSION OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"4b08c2e8-7c09-4efd-ac4a-0576ae264bf0","order":112,"text":"If a member dies, the survivors or survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder or the only survivor of joint holders, are the only persons recognised by the Company as having any title to his interest in the shares. Nothing in these Articles releases the estate of a deceased member from any liability in respect of a share held by him, whether solely or jointly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"1ae09b62-19a6-443b-b678-a02ca888a6e7","order":113,"text":"A person becoming entitled to a share in consequence of the death or bankruptcy of a member, or otherwise by operation of law, may, on producing such evidence of his entitlement as the Directors may reasonably require, elect either to become the holder of the share or to have some person nominated by him registered as the holder, and must give notice in writing of that election to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ff8a6660-1201-4ded-ad2d-72fe427cd143","order":114,"text":"Until a person becoming entitled to a share by transmission is registered as the holder of that share, he is not entitled to receive notice of, or to attend or vote at, any general meeting of the Company or any separate meeting of the holders of a class of shares, but he is entitled to the dividends and other amounts payable in respect of the share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"b13026ad-6918-4641-91ba-f76c398b6457","order":115,"text":"A transfer of a share executed by a person becoming entitled to it by transmission is subject to the same restrictions, requirements and rights of refusal of registration as apply to a transfer executed by the member from whom the entitlement derives.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"739957e4-bfe0-4fae-9d9d-4f5163871770","order":116,"text":"15. ALTERATION OF SHARE CAPITAL, REDUCTION OF CAPITAL AND BUY-BACKS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"e9d2910c-936d-47b4-a448-3373d2d44699","order":117,"text":"The Company may by ordinary resolution alter its share capital in any of the ways permitted by the Ordinance, and in particular by increasing its share capital by the allotment of new shares, by capitalising profits with or without issuing new shares, by converting all or any of its shares into a larger or smaller number of shares, or by cancelling shares which, at the date of the resolution, have not been taken or agreed to be taken by any person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"78b2cc99-f32a-4c58-be9e-96355a9f9cfe","order":118,"text":"The Company must deliver notice of an alteration of its share capital to the Registrar, together with a statement of capital in the form required by the Ordinance, within one month after the alteration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4e1b6407-8475-44d9-b501-dab9a4c3187e","order":119,"text":"The Company may, by special resolution and in accordance with the Ordinance, reduce its share capital, whether by the procedure requiring the sanction of the Court or by the procedure requiring a solvency statement made by all of the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5e554da2-19d8-4739-8f03-414de01688cc","order":120,"text":"Subject to the Ordinance, the Company may buy back its own shares, including any redeemable shares, out of distributable profits, out of the proceeds of a fresh issue of shares made for the purpose of the buy-back, or out of capital where the Ordinance so permits. Shares bought back by the Company are treated as cancelled on buy-back, and the Company must deliver the returns required by the Ordinance to the Registrar.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8e6e72f3-aefa-4531-b928-c3f82834ea4f","order":121,"text":"Subject to the Ordinance, and in particular to the making of a solvency statement where one is required, the Company may give financial assistance for the acquisition of its own shares or of shares in its holding company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ce22c2cd-5f75-4851-9c8b-13ab644c5b49","order":122,"text":"Where a consolidation, subdivision or other alteration of the share capital of the Company results in a member becoming entitled to a fraction of a share, the Directors may deal with the fractions as they think fit, including by aggregating and selling the shares representing the fractions to any person and distributing the net proceeds of sale among the members entitled to them in due proportion, and the Directors may authorise a person to execute an instrument of transfer of those shares to the purchaser, who is not bound to see to the application of the purchase money.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8d5db622-a0a6-41dd-8d9c-ef675b1385a3","order":123,"text":"16. GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"3ad3efe8-d263-409a-a1f8-662b67c74945","order":124,"text":"The Directors may call a general meeting of the Company whenever they think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"6485c6e2-4a56-4731-bf9d-5af9eafb5c3d","order":125,"text":"The Directors must call a general meeting on the request of members representing at least 5 per cent of the total voting rights of all the members having a right to vote at general meetings. The request must state the general nature of the business to be dealt with and may include the text of a resolution intended to be moved at the meeting. The Directors must call the meeting within 21 days after the date on which they become subject to that requirement, and the meeting must be held on a date not more than 28 days after the date of the notice calling it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"46138a8c-15f3-48d7-a054-f628f912c7ac","order":126,"text":"If the Directors fail to call a general meeting as required, the members who made the request, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting in accordance with the Ordinance, and the Company must reimburse the reasonable expenses incurred by them in doing so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a5d62975-2bf8-4e28-a6a6-aa569a0afe1c","order":127,"text":"The Company must hold a general meeting as its annual general meeting in respect of each financial year, within nine months after the end of its accounting reference period or, in the case of its first annual general meeting, within the period allowed by the Ordinance. The reporting documents for the financial year must be laid before the members at that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"72da7965-c410-491f-a471-0c9dd8942202","value":"hold","type":"add","operator":"="}]},{"id":"78aae86e-e0e5-4210-9387-66e5036fb0c5","order":128,"text":"It is the intention of the members that the Company should not hold annual general meetings. Accordingly the members may, by a resolution passed by all of the members having the right to attend and vote at a general meeting, dispense with the holding of annual general meetings in accordance with the Ordinance, and, for so long as such a resolution is in force and has not been revoked, everything that would otherwise be required to be done at an annual general meeting, including the laying of the reporting documents before the members, must be done by written resolution or at a general meeting called for that purpose. The Directors must ensure that a copy of any such resolution is delivered to the Registrar within the period required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"72da7965-c410-491f-a471-0c9dd8942202","value":"dispense","type":"add","operator":"="}]},{"id":"ccba53c7-96a3-49f6-b8c1-eb5ee1a1df8b","order":129,"text":"A general meeting, other than an adjourned meeting, must be called by notice of at least 21 days in the case of an annual general meeting, and of at least 14 days in any other case, in each case exclusive of the day on which the notice is given or is deemed to be given and of the day of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"032fe7e6-9478-45e3-bb47-f7c8066b8477","order":130,"text":"A general meeting is to be regarded as duly called, notwithstanding that it is called by shorter notice, if it is so agreed, in the case of an annual general meeting, by all of the members entitled to attend and vote at it and, in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95 per cent of the total voting rights at that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c681f58b-a557-4fe6-b231-4149de3663f3","order":131,"text":"Notice of a general meeting must state the date, time and place of the meeting and the general nature of the business to be dealt with, and, where a resolution is to be proposed as a special resolution, must state the intention to propose it as such and set out the text of the resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"613971a4-277b-4a95-897b-6b5659c0190a","order":132,"text":"Notice of a general meeting must be given to every member, to every Director and to the auditor of the Company for the time being. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a person entitled to receive it does not invalidate the proceedings at that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"52b9b5e2-5935-4380-b70c-ed88a22be969","order":133,"text":"A general meeting may be held at two or more places using any technology that enables the members attending, and not together at the same place, to listen and speak to and vote at the meeting, and a member attending in that manner is regarded as present at the meeting and is counted in the quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f12c4580-73ac-419c-ac2b-61abe5363c9d","order":134,"text":"17. PROCEEDINGS AT GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"20e2a092-c5f7-4332-af16-cd2778732aa8","order":135,"text":"No business may be transacted at a general meeting unless a quorum is present. Two members present in person or by proxy and entitled to vote are a quorum; but where the Company has only one member, that member present in person or by proxy is a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"87ab483b-76b8-48c4-b8c7-459f240c1e78","order":136,"text":"If a quorum is not present within 30 minutes after the time appointed for a general meeting, or if a quorum ceases to be present during the meeting, the meeting stands adjourned to the same day in the next week, at the same time and place, or to such other day, time and place as the Directors may determine; and if a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, the members present in person or by proxy and entitled to vote are a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ddd3b021-9b78-458e-8ac2-4de11f5cfbd8","order":137,"text":"The chairperson of the Directors, if any, presides as chairperson at every general meeting. If there is no such chairperson, or if he is not present within 15 minutes after the time appointed for the meeting or is unwilling to act, the Directors present must elect one of their number to be chairperson of the meeting and, if no Director is present or willing to act, the members present and entitled to vote must elect one of their number to be chairperson of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e7751723-8552-44b4-b379-eb5330f2c7c6","order":138,"text":"The chairperson may, with the consent of a meeting at which a quorum is present, and must if so directed by the meeting, adjourn the meeting. No business may be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a4234664-5552-4038-b642-e1b97a10260d","order":139,"text":"A Director, the Secretary and the auditor of the Company are entitled to attend and to speak at a general meeting, whether or not they are members. The chairperson of the meeting may permit any other person to attend and speak, and may make such arrangements as he considers appropriate for the orderly conduct of the meeting and for the safety of those attending, including refusing admission to a person who refuses to comply with those arrangements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"cd96c658-e691-4234-af64-49b1d696795a","order":140,"text":"A resolution put to the vote of a general meeting is decided on a show of hands, unless a poll is duly demanded before or on the declaration of the result of the show of hands.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"bb0ea339-9834-438d-aff4-939d7c7cfbae","order":141,"text":"A poll may be demanded by the chairperson of the meeting, by at least five members having the right to vote at the meeting, or by a member or members representing at least 5 per cent of the total voting rights of all the members having the right to vote at the meeting. A demand for a poll may be withdrawn with the consent of the chairperson, and a demand so withdrawn does not invalidate the result of a show of hands declared before the demand was made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"1f0f1b0f-8c59-47a9-a8f5-9154eb0379e0","order":142,"text":"A poll must be taken in such manner as the chairperson directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. A poll demanded on the election of a chairperson, or on a question of adjournment, must be taken immediately, and a poll demanded on any other question must be taken at such time and place as the chairperson directs, not being more than 30 days after the demand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a4a33d48-2689-4b79-b253-e2d9e207f981","order":143,"text":"If the numbers of votes cast for and against a resolution at a general meeting are equal, the chairperson of the meeting has a second or casting vote, in addition to any other vote he may have.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"7b5a9c9a-ac71-4e81-94a5-8cd21ec49597","order":144,"text":"The Directors must ensure that the Company keeps records of all resolutions passed at general meetings, and of the proceedings at those meetings, for at least 10 years from the date of the resolution or meeting. A record so kept and signed by the chairperson of the meeting, or by the chairperson of the next meeting, is evidence of the proceedings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c99f139d-7893-4653-af75-4c51985e6bcc","order":145,"text":"18. VOTES OF MEMBERS AND PROXIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"0cf0424a-4355-48e9-8b7c-587bc6eb0399","order":146,"text":"Subject to any rights or restrictions attached to a class of shares, on a show of hands every member present in person or by proxy has one vote, and on a poll every member present in person or by proxy has one vote for every share of which he is the holder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"0f5abc8a-ec07-4738-9e98-ff73330a1f7b","order":147,"text":"In the case of joint holders of a share, the vote of the senior holder who tenders a vote, whether in person or by proxy, is accepted to the exclusion of the votes of the other joint holders, and seniority is determined by the order in which the names of the holders stand in the register of members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"33724151-afe9-4b29-9516-00f979c84a85","order":148,"text":"No member is entitled to vote at a general meeting, either in person or by proxy, in respect of a share held by him unless all amounts presently payable by him in respect of that share have been paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d3fcc07e-ac04-4404-8fae-61a505f2e835","order":149,"text":"A member entitled to attend and vote at a general meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the meeting, and a member holding more than one share may appoint more than one proxy in relation to different shares held by him. A proxy need not be a member of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"55d9c7c5-5398-49ab-b001-dfb58d6439ab","order":150,"text":"The appointment of a proxy must be in writing, must be signed by or on behalf of the member, and must be delivered to the Office or to such other place or electronic address as is specified in the notice of the meeting, not later than 48 hours before the time appointed for the meeting or, in the case of a poll taken more than 48 hours after it was demanded, not later than 24 hours before the time appointed for the taking of the poll.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"32b0321f-8fff-42de-b94a-616184ae8d35","order":151,"text":"An instrument appointing a proxy must be in a form that enables the member to instruct the proxy to vote for or against each resolution or, in default of instructions, to exercise his discretion. A vote given, or a poll demanded, by a proxy is valid notwithstanding the previous determination of the authority under which it was given, unless notice of the determination was received by the Company before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"dbadd41a-edcb-44e6-8f60-2d7fd0c3e849","order":152,"text":"A body corporate which is a member may, by resolution of its directors or other governing body, authorise a person to act as its representative at any general meeting, and that person is entitled to exercise on behalf of the body corporate the same powers as the body corporate could exercise if it were an individual member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"b46ef0ca-c724-4269-8b54-7898b935314f","order":153,"text":"No objection may be raised to the qualification of a person voting at a general meeting except at the meeting at which the vote is tendered, and every vote not disallowed at that meeting is valid. An objection made in due time must be referred to the chairperson of the meeting, whose decision is final and conclusive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"037ad9f1-663d-4dac-9e52-71f9fae39c31","order":154,"text":"19. WRITTEN RESOLUTIONS OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"12984a14-03f8-4658-9ffe-c8f6f09aafc3","order":155,"text":"Anything which may be done by a resolution passed at a general meeting may be done, without a meeting and without any previous notice being required, by a written resolution of the members passed in accordance with the Ordinance, except a resolution to remove a Director before the end of his term of office and a resolution to remove an auditor before the end of his term of office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5a98649e-1deb-4d19-aa82-5f58b6b9d045","order":156,"text":"A written resolution is passed when all of the members who would have been entitled to vote on the resolution at a general meeting have signified their agreement to it. A member signifies his agreement by delivering to the Company an authenticated document, in hard copy form or in electronic form, identifying the resolution and indicating his agreement to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"deb26751-845c-4198-b018-5b3ffe2a2e02","order":157,"text":"A resolution may be proposed as a written resolution by the Directors or by a member. The Company must circulate a proposed written resolution to every member entitled to vote on it, together with any statement of not more than 1,000 words on the subject matter of the resolution which the member proposing it requests to be circulated, where it has received a request to do so from members representing at least 5 per cent of the total voting rights of all the members entitled to vote on the resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"eedfa3f1-cbe9-459a-aeac-af642a3f14a4","order":158,"text":"A proposed written resolution lapses if it is not passed within the period of 28 days beginning with the circulation date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4b100912-398b-4796-a26e-e667eb65bd9b","order":159,"text":"A written resolution passed in accordance with this Article has effect as if it had been passed by the Company in general meeting, and the Company must keep a record of the resolution and of the signifying of agreement to it for at least 10 years from the date on which it was passed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"cbe9eafd-3cd7-4f94-b98c-c5c2775d901c","order":160,"text":"Where a written resolution is passed, the Company must send a notice of that fact to every member and to the auditor of the Company within 15 days after the resolution is passed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e98d3e81-ed92-4b7f-9316-2bd1f41ec496","order":161,"text":"20. SOLE MEMBER AND SOLE DIRECTOR","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"3bd47272-e83c-4c89-9c08-20c7146b655c","order":162,"text":"Where the Company has only one member and that member takes a decision which may be taken by the Company in general meeting, otherwise than by written resolution, that member must provide the Company with a written record of the decision, and the Company must keep that record for at least 10 years from the date on which the decision was taken.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d560d988-b7b3-4e51-9fb7-ad9730201af7","order":163,"text":"Where the Company has only one member and that member is also a Director, and the Company enters into a contract with that member which is not in writing and is not entered into in the ordinary course of the business of the Company, the Company must ensure that the terms of the contract are set out in a written memorandum, or are recorded in the minutes of the first meeting of the Directors held after the contract is made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"fc73e5dd-d4e1-420c-8c5a-76b80ebf048e","order":164,"text":"Where the Company has only one Director, that Director must not also be the Secretary, and a body corporate whose sole director is the sole Director of the Company must not be appointed as the Secretary.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"fcc80589-046f-4fd9-8deb-34d3039c4c30","order":165,"text":"Where the Company has only one Director, a reference in these Articles to a meeting of the Directors, or to a resolution of the Directors, is a reference to a decision taken by that Director, which must be recorded in writing and kept for at least 10 years from the date on which it was taken.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9016f526-7872-4484-a4a6-ad100ebdd57a","order":166,"text":"21. NUMBER, APPOINTMENT AND RETIREMENT OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"9af4f2aa-f7e3-4d74-bba4-8b47bc207449","order":167,"text":"The number of Directors must not be less than one. The number of Directors is not subject to any maximum unless the Company by ordinary resolution determines otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8adb0e20-afa1-4b82-b4ff-596683dda214","order":168,"text":"The Company must at all times have at least one Director who is a natural person, and a body corporate may hold office as a Director only for so long as that requirement is satisfied and only where the Ordinance permits a body corporate to be a director of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"dbf68503-7122-44af-b56c-88de32d1ac2f","order":169,"text":"A Director need not be a member of the Company, and no shareholding qualification is required for the office of Director. A person who has not attained the age of 18 years, a person who is an undischarged bankrupt, and a person who is disqualified from acting as a director by an order of a court of competent jurisdiction, must not be appointed as a Director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"51cdafcd-a54b-496f-8f2b-74e67fd3e023","order":170,"text":"The Company may by ordinary resolution appoint a person who is willing to act as a Director. The Directors may also appoint a person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ffd23180-f1dd-4e9e-bf4a-7f059cf4b906","order":171,"text":"The Directors are not required to retire by rotation, and a Director holds office until he vacates office in accordance with these Articles or the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f7e1dae7-324f-4812-af91-7b888d924981","order":172,"text":"The Company must deliver to the Registrar notice of the appointment of a Director, of a person ceasing to hold office as a Director and of any change in the particulars of a Director, within 15 days after the appointment, cessation or change, and must keep a register of directors in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8f40f7ef-f256-437d-b6eb-b1e6eb6555d8","order":173,"text":"22. ALTERNATE DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"777a5990-1e5b-48de-8f29-6a075f541802","value":"yes","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S22"},{"id":"064bd54a-ddce-49b6-a055-5fbdf0483daf","order":174,"text":"A Director may, by notice in writing delivered to the Office or to the Secretary, appoint any other Director, or any other person approved for that purpose by a resolution of the Directors, to act as his alternate, and may remove his alternate by notice given in the same manner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"777a5990-1e5b-48de-8f29-6a075f541802","value":"yes","type":"add","operator":"="}]},{"id":"5119d36c-36aa-48ac-a749-672c290b0e44","order":175,"text":"An alternate Director is entitled to receive notice of all meetings of the Directors and of any committee of which his appointor is a member, to attend and vote at any such meeting at which his appointor is not personally present, to be counted in the quorum at any such meeting, and generally to perform all the functions of his appointor as a Director in his absence. An alternate who is himself a Director has, in addition to his own vote, a vote for each appointor who is not present.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"777a5990-1e5b-48de-8f29-6a075f541802","value":"yes","type":"add","operator":"="}]},{"id":"6658972a-46d1-4d28-a4c8-13e1b8a189cf","order":176,"text":"An alternate Director is deemed for all purposes to be a Director, is alone responsible for his own acts and defaults, and is not deemed to be the agent of his appointor. An alternate Director is not entitled to any remuneration from the Company except such part of the remuneration of his appointor as the appointor may direct by notice in writing to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"777a5990-1e5b-48de-8f29-6a075f541802","value":"yes","type":"add","operator":"="}]},{"id":"551ad4e1-b4bc-4516-9e24-af1764f453e4","order":177,"text":"The appointment of an alternate Director terminates automatically when his appointor ceases to be a Director, and, to the extent that the Ordinance requires particulars of an alternate director to be entered in the register of directors or notified to the Registrar, the Company must comply with that requirement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"777a5990-1e5b-48de-8f29-6a075f541802","value":"yes","type":"add","operator":"="}]},{"id":"9afc06c6-4604-4419-890c-aa48ab274d49","order":178,"text":"23. VACATION OF OFFICE AND REMOVAL OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"59be5fee-b4cb-4b6d-8daf-c398d778b589","order":179,"text":"A person ceases to be a Director if he ceases to be a director by virtue of any provision of the Ordinance or is prohibited from being a director by law; if he becomes bankrupt or makes any arrangement or composition with his creditors generally; if a registered medical practitioner who is treating him gives a written opinion to the Company stating that he has become physically or mentally incapable of acting as a Director and may remain so for more than three months; if he resigns by notice in writing delivered to the Office or to the Secretary; or if he is absent, without the permission of the Directors, from meetings of the Directors held during a period of six consecutive months and the Directors resolve that he has by reason of that absence vacated office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ef3d4b3c-f6a0-44bb-8b96-8ce1cc394922","order":180,"text":"The Company may by ordinary resolution remove a Director before the end of his period of office, notwithstanding anything in these Articles or in any agreement between the Company and that Director, provided that notice of the intention to move the resolution is given to the Company at least 28 days before the meeting at which it is moved and that the Director concerned is given the opportunity to be heard at the meeting and to have any written representations made by him circulated to the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"bb6f0f3a-fcc7-41e3-bdae-41f14c5afdfa","order":181,"text":"The removal of a Director does not deprive him of any right to compensation or damages payable to him in respect of the termination of his appointment as a Director or of any other appointment terminating with it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a5b11f4d-f672-4c2b-a40a-f6e834b47275","order":182,"text":"A vacancy created by the removal of a Director may be filled at the meeting at which he is removed, and, if it is not so filled, may be filled by the Directors or by the Company by ordinary resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"802b905d-fdc2-41ce-bb3a-fcea12b4e450","order":183,"text":"24. POWERS OF THE DIRECTORS AND DELEGATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"345848c8-6bb1-4e1e-8856-45a434326a8b","order":184,"text":"The business of the Company is managed by the Directors, who may exercise all the powers of the Company, subject to the Ordinance, to these Articles and to any direction given by special resolution of the Company. No alteration of these Articles, and no such direction, invalidates a prior act of the Directors which would have been valid if the alteration had not been made or the direction had not been given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8eab8461-13ea-492a-a7ce-73a46e769946","order":185,"text":"The Directors may delegate any of their powers to a committee consisting of one or more Directors, or to a Director, managing director, manager or other agent, on such terms and subject to such conditions and restrictions as they think fit, and may revoke or alter any such delegation. A committee must comply with any regulations imposed on it by the Directors and, subject to those regulations, the proceedings of a committee are governed by the provisions of these Articles regulating the proceedings of the Directors so far as they are capable of applying.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5a4c83a6-444b-4d6e-b4ae-2cbf2f98735b","order":186,"text":"The Directors may exercise all the powers of the Company to borrow money, to give guarantees and indemnities, to grant mortgages, charges and other security over the whole or any part of the undertaking, property and uncalled capital of the Company, and to issue debentures and other securities, whether outright or as collateral security for a debt, liability or obligation of the Company or of any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"2ce93c3b-8027-49c4-9864-0c93abb426a0","order":187,"text":"The Directors may appoint any person to be the attorney or agent of the Company for such purposes, with such powers, and for such period and subject to such conditions as they think fit, and may authorise that person to delegate all or any of the powers conferred on him.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d62db72a-ed4d-4f7a-a93b-a5c8ee6ffa51","order":188,"text":"The Directors may exercise the voting rights conferred by shares in any other body corporate held by the Company in such manner as they think fit, including in favour of a resolution appointing a Director as a director or officer of that body corporate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3118788a-3a20-44d8-b043-3106ec23e1d5","order":189,"text":"The Directors may appoint one or more of their number to the office of managing director, chief executive or any other executive office, for such period and on such terms as they think fit, and may revoke the appointment. A Director so appointed is subject to the same provisions as to removal from office as the other Directors, and the revocation of the appointment does not of itself affect any claim for damages for breach of a contract of service between him and the Company. The Directors may confer on a Director holding executive office any of the powers exercisable by them, on such terms, conditions and restrictions as they think fit, and may vary or withdraw those powers at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"42a81e0a-2b0c-4d41-b324-2fb602007a8f","order":190,"text":"25. MATTERS REQUIRING THE APPROVAL OF THE MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"1eff7da4-feea-497f-87ea-4453aef48b34","order":191,"text":"The Directors must not cause the Company to enter into a transaction or arrangement for which the Ordinance requires the approval of the members, including a loan, quasi-loan or credit transaction in favour of a Director or of a person connected with a Director, the provision of a guarantee or security in connection with such a transaction, and a payment to a Director for loss of office, unless that approval has first been obtained in the manner and by the majority required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5a2853d2-29d9-415a-87e2-d49ff1562c97","order":192,"text":"In addition, the Company must not take any of the following steps without the prior consent in writing of the members holding at least 75 per cent of the shares carrying the right to vote at general meetings: the disposal of the whole or a substantial part of its undertaking or assets; the commencement of a business materially different from the business carried on by the Company at the date on which these Articles were adopted; the creation or issue of any share carrying rights in priority to the shares then in issue as to dividends, voting or the return of capital; the giving of a guarantee or indemnity otherwise than in the ordinary course of business; the acquisition of, or the amalgamation with, another body corporate; and the commencement of a voluntary winding up of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8138bd07-be91-4fbb-8bf2-3c0c6e6ec9ca","order":193,"text":"A failure to obtain a consent required by this Article does not affect the validity of a transaction entered into with a person dealing with the Company in good faith, but the Directors who authorised the transaction remain liable to the Company for any loss which it suffers as a result.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a6a04471-9627-418c-9f93-5b72f8b2e751","order":194,"text":"26. PROCEEDINGS OF THE DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S26"},{"id":"7edb484a-7cd4-4fd8-b434-8401e51431b1","order":195,"text":"The Directors may meet for the despatch of business, and may adjourn and otherwise regulate their meetings, as they think fit. A Director, or the Secretary at the request of a Director, may call a meeting of the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e33134ce-bbdd-456e-8f06-5b25ebda05c0","order":196,"text":"Notice of a meeting of the Directors must be given to every Director but need not be in writing, and a Director may waive the requirement of notice in respect of a meeting, whether before or after the meeting is held. Notice need not be given to a Director who is absent from Hong Kong, unless he has given the Company an address or an electronic address for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"1f8a89dd-782c-436d-9532-01e4eb42e11c","order":197,"text":"The quorum necessary for the transaction of business at a meeting of the Directors is two Directors. Where the Company has only one Director, the quorum is one and that Director may exercise all the powers and discretions conferred on the Directors by these Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f2f78cc6-68bf-45bf-94e9-8648c56e7402","order":198,"text":"A Director may participate in a meeting of the Directors by means of a conference telephone, video conference or any other communication equipment by which all the persons participating in the meeting can hear and speak to one another, and participation in that manner constitutes presence in person at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3706a36f-4474-4261-bc90-5f31ec8106c3","order":199,"text":"Questions arising at a meeting of the Directors are decided by a majority of the votes cast, each Director having one vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"df6cc26a-7c8a-4beb-b8b0-a0463c0df8e0","order":200,"text":"If the numbers of votes cast for and against a proposal at a meeting of the Directors are equal, the chairperson of that meeting has a second or casting vote, in addition to any other vote he may have.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"1d4baa3f-213d-456e-9fb6-d5316f3d6612","order":201,"text":"The Directors may appoint one of their number to be the chairperson of the Directors and may at any time remove him from that office. If the chairperson is not present within 15 minutes after the time appointed for a meeting of the Directors, or is unwilling to act, the Directors present may appoint one of their number to chair the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"cfd801ad-deb3-4328-b6f6-446a15182da2","order":202,"text":"A resolution in writing signed by, or an authenticated document delivered by, all of the Directors for the time being entitled to receive notice of a meeting of the Directors and to vote on the resolution is as valid and effective as if it had been passed at a meeting of the Directors duly convened and held, and may consist of several documents in like form each signed or delivered by one or more of them. The same applies to a resolution of a committee of the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"89a0d809-2930-4587-bebd-e18475a6bd8f","order":203,"text":"All acts done by a meeting of the Directors, by a committee of the Directors, or by a person acting as a Director are, notwithstanding that it is afterwards discovered that there was a defect in the appointment of a Director or of a person acting as a Director, or that any of them was disqualified, had vacated office or was not entitled to vote, as valid as if every such person had been duly appointed, was qualified, had continued to be a Director and had been entitled to vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4821e027-012e-424c-89c3-e07a375cabf7","order":204,"text":"If the number of Directors in office is less than the quorum required, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"15526b0c-0171-47af-9a68-5adb83c09ea0","order":205,"text":"The Directors must ensure that the Company keeps records of all proceedings at meetings of the Directors, and of all resolutions of the Directors passed in writing, for at least 10 years from the date of the meeting or resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a9b9a851-d82b-44b8-830c-2d55a3ccf424","order":206,"text":"27. DIRECTORS' INTERESTS AND CONFLICTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S27"},{"id":"aa9ca2d6-e688-4e01-a2c9-765738415e1f","order":207,"text":"A Director who is in any way, directly or indirectly, interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract, with the Company that is significant in relation to the Company's business and in which his interest is material must declare the nature and extent of his interest to the other Directors in accordance with section 536 of the Ordinance, and must do so at a meeting of the Directors, by notice in writing sent to the other Directors, or by general notice, as that section permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4ec84abc-a3ab-41f0-a2c9-8034391ea592","order":208,"text":"Provided that he has declared the nature and extent of his interest as required by the Ordinance, a Director may vote on a resolution concerning a matter in which he has, directly or indirectly, an interest or duty, is counted in the quorum at the meeting at which the resolution is considered, and may retain for his own benefit any profit or advantage derived from the transaction, arrangement or contract without being liable to account to the Company for it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b69354e9-b368-4b4c-9f7b-106947b2206f","value":"permissive","type":"add","operator":"="}]},{"id":"dfaf65d8-ac13-407d-9dc7-d47897baa137","order":209,"text":"A Director must not vote on, and must not be counted in the quorum in relation to, a resolution concerning a matter in which he has, directly or indirectly, a material interest, unless the interest arises only from an interest in shares, debentures or other securities of the Company, unless the other Directors resolve that he may vote and be counted, or unless the Company by ordinary resolution so permits. Where a Director votes on a resolution in respect of which he is not entitled to vote, his vote is not counted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"b69354e9-b368-4b4c-9f7b-106947b2206f","value":"strict","type":"add","operator":"="}]},{"id":"7a4d4b4c-d7ac-4fe4-9afd-bce0768b6bfb","order":210,"text":"A Director may hold any other office or place of profit under the Company, other than that of auditor, on such terms as the Directors determine, and may be a director or other officer of, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested, without being liable to account to the Company for any remuneration or other benefit received by him in that capacity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c79dda28-54dd-477c-8ea5-1a2e1d23ea71","order":211,"text":"The Directors may authorise a matter proposed to them which would, if not authorised, involve a Director in breaching his duty to avoid a conflict between his interests and those of the Company, including a conflict arising from the holding of an office or a directorship in another body corporate or from an interest in a business competing with that of the Company. An authorisation is effective only if the Director concerned has disclosed the nature and extent of the conflict, has not participated in the decision to authorise it and has not been counted in the quorum for that decision; and the Directors may impose such conditions on the authorisation as they think fit and may vary or withdraw it at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"cc59914b-7fae-45ca-b1e0-a753bf45c0a0","order":212,"text":"A Director is not required to disclose to the Company, or to use for the benefit of the Company, information which he receives otherwise than in his capacity as a Director of the Company and in respect of which he owes a duty of confidence to another person, and a Director is not in breach of the duties which he owes to the Company by reason only of his failure to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e5c54a42-19b9-4d3d-9a32-2a6fa2eedc6b","order":213,"text":"The Company may, by ordinary resolution and in accordance with the Ordinance, ratify conduct by a Director amounting to negligence, default, breach of duty or breach of trust in relation to the Company; and, where the Ordinance so requires, the votes of the Director concerned and of any person connected with him must be disregarded in determining whether the resolution has been passed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"4dc87bba-7c9d-40bb-a800-e75517bb83eb","order":214,"text":"A Director must exercise reasonable care, skill and diligence, and must act in good faith in the interests of the Company as a whole; nothing in these Articles relieves a Director of any duty owed by him to the Company under the Ordinance or the general law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"fd428793-f6c4-4193-87b2-5b62d28fe1a4","order":215,"text":"28. REMUNERATION AND EXPENSES OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S28"},{"id":"01010413-4191-48dc-8e40-2a7cb9fcfedf","order":216,"text":"The Directors are entitled to such remuneration as the Company may by ordinary resolution determine or, in the absence of any such determination, as the Directors may determine. Remuneration may be in any form, accrues from day to day unless otherwise provided, and is in addition to any remuneration payable to a Director under any other agreement with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3e5fb2d9-b7db-47fd-bedc-3e7cec1798a0","order":217,"text":"The Company may pay the reasonable travelling, hotel and other expenses properly incurred by a Director in connection with his attendance at meetings of the Directors or of committees, at general meetings or at separate meetings of the holders of a class of shares, or otherwise in connection with the discharge of his duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"f18e33cf-ed86-4b1b-912f-d1ce7a0e916a","order":218,"text":"The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for a Director or former Director, and for any member of his family or any person who is or was dependent on him, and may contribute to a fund and pay premiums for the purchase or provision of any such benefit, subject to any approval required by the Ordinance in respect of a payment for loss of office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d9d57951-e879-40df-a53e-f7e303426da9","order":219,"text":"29. COMPANY SECRETARY AND REGISTERED OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S29"},{"id":"6a19f5cf-d448-496d-9580-2177638a46b2","order":220,"text":"The Company must at all times have a company secretary who, if an individual, ordinarily resides in Hong Kong and, if a body corporate, has its registered office or a place of business in Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"93c422b7-7229-45bd-82e7-92f2775dcecc","order":221,"text":"The Secretary is appointed by the Directors for such term, at such remuneration and on such conditions as they think fit, and may be removed by them. Anything required or authorised to be done by the Secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by an assistant or deputy secretary or, if there is none, by any person authorised generally or specially by the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c6cdc2f1-3e64-4558-b98f-9b8afd8c734b","order":222,"text":"A provision of the Ordinance or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary is not satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5b04dec0-2590-4a4b-8a45-21d2069b4400","order":223,"text":"The registered office of the Company is situated in Hong Kong, at such address as the Directors may from time to time determine, and the Company must deliver notice of any change in the address of its registered office to the Registrar within the period required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ad468dad-1120-4326-bec3-4dd64d9af5a7","order":224,"text":"30. DIVIDENDS AND OTHER DISTRIBUTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S30"},{"id":"a0d88f50-90f9-44e6-8648-54495489e36d","order":225,"text":"The Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend may exceed the amount recommended by the Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c1b536c7-9f62-44c2-bd58-b97c766e3e6c","order":226,"text":"A dividend or other distribution may be made only out of profits available for distribution, determined in accordance with the Ordinance, and no distribution may be made otherwise than in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"2b93a472-c09d-4e5e-a1e5-12952e3b733a","order":227,"text":"The Directors may pay interim dividends if it appears to them that the profits available for distribution justify the payment and, where the share capital of the Company is divided into different classes, may pay interim dividends on shares which confer deferred or non-preferred rights provided that no preferential dividend is in arrears.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"1a8099b3-7d0d-464e-ac1d-8f765b91e15e","order":228,"text":"Except as otherwise provided by the rights attached to shares, dividends must be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, and apportioned and paid proportionately to the amounts paid up on the shares during any portion of the period in respect of which the dividend is paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ee923a32-e42b-4c12-96ed-2b8de912ee69","order":229,"text":"A dividend or other amount payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled, by transfer to a bank account nominated in writing by that person, or by any other means agreed with him. Payment of the cheque, or transfer to the nominated account, is a good discharge to the Company. Where a share is held jointly, payment may be made to the holder whose name stands first in the register of members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"79e8c8b3-8f97-4ece-aa94-b35ffdc56bb3","order":230,"text":"No dividend or other amount payable in respect of a share bears interest against the Company unless the rights attached to the share provide otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"b4a82dd7-d9e4-4917-b89f-60be0d87dc93","order":231,"text":"The Directors may deduct from a dividend or other amount payable to a member in respect of a share all sums presently payable by him to the Company in respect of shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"96ce0d51-3152-472e-b249-c0f0dc4cd4fe","order":232,"text":"A dividend that has remained unclaimed for six years from the date on which it became due for payment is forfeited and ceases to remain owing by the Company, and the Directors may, before then, apply any unclaimed dividend for the benefit of the Company until it is claimed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"38031ca6-34b7-447b-ae99-65458690538b","order":233,"text":"The Company may, by ordinary resolution on the recommendation of the Directors, direct that a dividend be satisfied wholly or partly by the distribution of assets, including shares or other securities of any body corporate, and the Directors may settle any difficulty arising in relation to the distribution as they think fit, including by disregarding fractional entitlements and by vesting assets in trustees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"7160a0ba-459c-4f56-97cd-be93c25635df","order":234,"text":"31. CAPITALISATION OF PROFITS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S31"},{"id":"19eeebf1-f50c-4493-87bc-7068f27bd935","order":235,"text":"The Company may, by ordinary resolution on the recommendation of the Directors, capitalise any sum standing to the credit of any of the reserves of the Company or otherwise available for distribution, and apply it in paying up in full unissued shares to be allotted, credited as fully paid, to the members who would have been entitled to that sum had it been distributed by way of dividend, and in the same proportions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"fef75e3f-e02e-4fe7-9d69-e14423faccad","order":236,"text":"The Directors may do all acts and things which they consider necessary or expedient to give effect to a capitalisation, including making such provision as they think fit in relation to fractional entitlements and authorising any person to enter into an agreement with the Company on behalf of the members concerned, and any such agreement is binding on all the members concerned.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d90fc395-34df-4e8f-a91a-7cbb5a323cf4","order":237,"text":"32. ACCOUNTS, AUDIT AND STATUTORY REGISTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S32"},{"id":"160728ed-e0e6-4b63-8b97-fa1e02c8344b","order":238,"text":"The Directors must ensure that the Company keeps accounting records that comply with the Ordinance, and must prepare financial statements and a directors' report for each financial year in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a63d2a21-2505-406a-96a9-2fe6998621c8","order":239,"text":"The accounting reference date of the Company is [31 December] in each year, and the Directors may change that date in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a1d57035-ae2f-40e0-bdf0-1c5d1ca3a3b9","order":240,"text":"A copy of the reporting documents for each financial year must be sent to every member, to every holder of debentures of the Company and to every other person entitled to receive notice of general meetings, within the period required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5919cf55-3280-4fcf-8cde-bba957d14704","order":241,"text":"An auditor must be appointed for each financial year in accordance with the Ordinance, and the Directors may appoint the first auditor of the Company as the Ordinance permits. The remuneration of an auditor appointed by the Company is fixed by the Company in general meeting or in such manner as the Company may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8e0dc227-a903-4410-8c8c-da496e41fa54","order":242,"text":"The financial statements of the Company must be audited for every financial year, whether or not the Company falls within the reporting exemption. Where the Company falls within the reporting exemption, the Directors may prepare simplified financial statements and a simplified directors' report as the Ordinance permits, but that exemption does not relieve the Company of the requirement to have its financial statements audited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9134f542-0b90-4ae9-91bb-592bcecb97b0","order":243,"text":"The Company may, by special resolution, declare itself to be a dormant company in accordance with the Ordinance and must deliver a copy of the resolution to the Registrar. For so long as the Company remains dormant it is relieved of those requirements of the Ordinance relating to financial statements, audit and annual general meetings from which a dormant company is exempt, and it ceases to be dormant on the occurrence of an accounting transaction other than one which the Ordinance permits it to disregard.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3aca00ea-dee0-4a58-9db6-f24909c985d9","order":244,"text":"An auditor may be removed from office before the end of his term of office by ordinary resolution of the Company, of which special notice must be given, and the auditor is entitled to make representations and to be heard in accordance with the Ordinance. An auditor who resigns must deposit a notice of resignation at the Office together with the statement required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"59b99c6e-06ab-44ef-ab07-ad85c356fac7","order":245,"text":"The Directors must ensure that the Company keeps a register of members, a register of directors, a register of company secretaries, a register of significant controllers, a register of charges and the other registers and records required by the Ordinance, that they are kept at the Office or at another place in Hong Kong notified to the Registrar, and that they are open to inspection in accordance with the Ordinance and the Company Records (Inspection and Provision of Copies) Regulation (Cap. 622I).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"d3631072-3868-4c82-b7d9-d42c03b49737","order":246,"text":"The Company must take reasonable steps to identify its significant controllers, must keep its register of significant controllers up to date, and must designate a representative to provide assistance relating to that register to a law enforcement officer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"7c3ac645-af1a-45ee-88f1-31b56ce2f767","order":247,"text":"The Company must not enter in its register of members any notice of a trust, whether express, implied or constructive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"3a7d1f9c-b0f5-4b73-a834-4f9d11ef417a","order":248,"text":"No member, other than a Director, has any right to inspect an accounting record or other document of the Company except as conferred by the Ordinance or authorised by the Directors or by ordinary resolution of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"023475ab-9515-47d6-bc26-07e09016de6e","order":249,"text":"33. EXECUTION OF DOCUMENTS AND COMMON SEAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S33"},{"id":"88b4328e-8c5a-469d-97e2-aacea87acebb","order":250,"text":"The Company may, but is not required to, have a common seal. If the Company has a common seal, it may be used only with the authority of the Directors or of a committee authorised by the Directors, and every instrument to which the seal is affixed must be signed by a Director, by the Secretary or by a person authorised by the Directors for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5243ade8-c261-4bfe-9b34-f23d45855073","order":251,"text":"The Company may execute a document without using a common seal by having it signed, where the Company has only one Director, by that Director and, where the Company has two or more Directors, by any two Directors or by any Director and the Secretary. A document signed in that manner and expressed, in whatever form of words, to be executed by the Company has the same effect as if it had been executed under the common seal of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"985727c0-3207-4c3b-9acb-a6e5ab68d029","order":252,"text":"A document is executed by the Company as a deed if it is executed in the manner provided by this Article and is expressed, in whatever form of words, to be executed by the Company as a deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ac89e3f8-4410-410b-9689-5baa02b93083","order":253,"text":"Subject to the Ordinance, the Company may have an official seal for use outside Hong Kong, and an official seal for sealing share certificates and other securities issued by the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"466ab442-514a-422e-a990-f504f114611b","order":254,"text":"34. NOTICES AND COMMUNICATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S34"},{"id":"cc5d2e1c-26de-41a7-8312-81da439223ed","order":255,"text":"Any notice or other document to be given, sent or supplied under these Articles may be given, sent or supplied in hard copy form, in electronic form or by making it available on a website, in each case in accordance with the Ordinance, and a member may be required to agree to a particular method before it is used in respect of him.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"494bedb5-a0b5-4dde-8a74-d77fe4e4e3ff","order":256,"text":"A notice sent by post to an address in Hong Kong is deemed to be received on the second day after the day on which it was posted and, where the address is outside Hong Kong, on the fifth day after the day on which it was posted, in each case excluding any day which is not a business day. A notice sent by electronic means is deemed to be received on the day on which it was sent, unless the sender receives notice that it has not been delivered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8487a233-d05c-49e6-a391-f71a1dd8338f","order":257,"text":"A member whose registered address is outside Hong Kong, and who has not supplied to the Company an address in Hong Kong or an electronic address for the giving of notices, is not entitled to receive notices from the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"e8c100d4-c751-43a4-8cf1-cc0288f5a6a4","order":258,"text":"A notice may be given by the Company to a person entitled to a share in consequence of the death or bankruptcy of a member by sending it, addressed to that person by name or by the title of representative of the deceased or trustee of the bankrupt, to the address supplied for that purpose or, until such an address has been supplied, by giving the notice in any manner in which it might have been given if the death or bankruptcy had not occurred.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"0c8f40ec-398f-461c-b25b-715d94788a84","order":259,"text":"Proof that an envelope containing a notice was properly addressed, prepaid and posted, or that an electronic communication was properly addressed and sent, is conclusive evidence that the notice was given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"52f67dbe-5220-4b2d-91b7-c776d2643fea","order":260,"text":"35. INDEMNITY AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S35"},{"id":"35cd6fb8-76a5-453f-ab23-d92eeb1b4914","order":261,"text":"To the fullest extent permitted by the Ordinance, every Director and every other officer of the Company is entitled to be indemnified out of the assets of the Company against any liability incurred by him to a person other than the Company or an associated company of the Company in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company, other than a liability of a kind which the Ordinance excludes from a permitted indemnity provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"1bb6afd5-05b8-4554-a304-b83c0d2c92a0","order":262,"text":"Nothing in these Articles exempts a Director from, or indemnifies him against, any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the Company or an associated company, where the Ordinance provides that such an exemption or indemnity is void.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"6e9c5c55-3f47-44f4-8fb8-4b8ff9f5ffda","order":263,"text":"The Directors may purchase and maintain, at the expense of the Company, insurance for the benefit of any Director or other officer of the Company against any liability which may attach to him, and against any loss or expenditure which he may incur, in relation to anything done or omitted to be done by him as a Director or officer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"6bd665ea-59a4-4bdd-acc8-3195a5e96322","order":264,"text":"Subject to the Ordinance, the Company may fund the expenditure incurred by a Director in defending civil or criminal proceedings, or in connection with an application for relief, on terms which require repayment in the circumstances specified by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"49ffeed4-fa52-4dba-a716-a4b075b0032a","order":265,"text":"Where a permitted indemnity provision for the benefit of a Director is in force, the directors' report of the Company must state that fact, and the Company must keep a copy of the provision available for inspection by the members in accordance with the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"5a1311d0-3e55-4fb4-befc-c791483d1ad8","order":266,"text":"36. WINDING UP","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S36"},{"id":"e2769b77-3a66-4712-8802-e9b8676820e8","order":267,"text":"Subject to the rights attaching to any class of shares, the surplus assets of the Company remaining after payment of its liabilities are distributed among the members in proportion to the amounts paid up on the shares held by them respectively.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"19434f95-27f4-434c-8d10-1948996d816a","order":268,"text":"If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company, may for that purpose set such value as he considers fair on any property, and may determine how the division is to be carried out as between the members or the holders of different classes of shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"59316470-35a5-4ec1-a3a7-638190385f98","order":269,"text":"The liquidator may, with the same sanction, vest the whole or any part of the assets of the Company in trustees on such trusts for the benefit of the members as he determines, but no member may be compelled to accept an asset on which there is a liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"47af4c8f-2e2b-4a4c-bfac-1d8341fbcf34","order":270,"text":"37. ALTERATION OF THESE ARTICLES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S37"},{"id":"9da534d3-ea26-46ac-88d3-c9ddf37ae2e3","order":271,"text":"Subject to the Ordinance, the Company may alter these Articles by special resolution, and must deliver to the Registrar a copy of the special resolution and a copy of these Articles as altered within the period required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"9b8a0cc7-880c-4840-a399-73f71418c06d","order":272,"text":"The Company must not alter a provision of these Articles which the Ordinance prohibits it from altering, and an alteration of these Articles does not require a member to take or subscribe for more shares, or to increase his liability to contribute to the share capital of the Company or otherwise to pay money to the Company, unless that member agrees in writing to be bound by the alteration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8b5022d9-d9a7-420e-a1a2-e6082184ef12","order":273,"text":"38. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"24","sectionNum":"S38"},{"id":"a8f2e51c-97c3-4f9d-acac-d3835f962fc5","order":274,"text":"These Articles are governed by, and are to be construed in accordance with, the laws of Hong Kong.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"a2497b12-d914-405c-a1a5-ef5b6683adc8","order":275,"text":"The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with these Articles, including a dispute between the Company and a member, between the Company and a Director, or between members in their capacity as such, and each member irrevocably submits to that jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"a3af158f-2e5f-4d84-a4d5-5a26526bc020","value":"courts","type":"add","operator":"="}]},{"id":"5bb76046-4c2b-4bce-9103-43bfb0bfd482","order":276,"text":"Any dispute arising out of or in connection with these Articles, including a dispute between the Company and a member, between the Company and a Director, or between members in their capacity as such, must be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of the arbitration is Hong Kong, the arbitral tribunal consists of one arbitrator and the language of the arbitration is English.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"a3af158f-2e5f-4d84-a4d5-5a26526bc020","value":"arbitration","type":"add","operator":"="}]},{"id":"be47dee0-ab6a-4d92-9c99-f198378f00a5","order":277,"text":"Nothing in this Article affects the right of a member to make an application to the Court under any provision of the Ordinance conferring such a right, including an application for relief on the ground that the affairs of the Company are being conducted in a manner unfairly prejudicial to the interests of the members generally or of some part of the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"2bd7fe34-7342-4d5e-86ba-58eadfa8fffb","order":278,"text":"These Articles of Association are adopted on the incorporation of the Company and are delivered to the Registrar together with the incorporation form.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="}],"marginTop":"30"},{"id":"ada7315b-da96-45ea-828b-a5cba8506f20","order":279,"text":"These Articles of Association were adopted by special resolution of the Company, in substitution for and to the exclusion of all previous articles of association of the Company. A copy of the special resolution and a copy of these Articles as altered have been, or will be, delivered to the Registrar within the period required by the Ordinance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"resolution","type":"add","operator":"="}],"marginTop":"30"},{"id":"83222d8b-a6a5-4dce-8c91-13274b037484","order":280,"text":"Dated [Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"df5a8946-390d-4b05-b337-2bceff7d3220","order":281,"text":"Signed by or on behalf of each founder member of the Company:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="}]},{"id":"f88fdd6e-3675-4fbb-b8ea-3dcf66663163","order":282,"text":"First founder member — [Full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="}]},{"id":"73c042ef-6970-48c3-a4e6-9e7ed62859fe","order":283,"text":"Signature: ..................................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="}]},{"id":"7024d895-1ef1-4099-9c2b-aa28ab70b418","order":284,"text":"Second founder member — [Full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"1","type":"remove","operator":"="}]},{"id":"0dd4401d-d4c3-4f8d-b02a-ab9de4990aa9","order":285,"text":"Signature: ..................................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"1","type":"remove","operator":"="}]},{"id":"ec1c8a5e-696f-477f-9365-d4f171f3fb70","order":286,"text":"Third founder member — [Full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"1","type":"remove","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"2","type":"remove","operator":"="}]},{"id":"cb8e9838-2112-4fa7-b88f-ac6073287814","order":287,"text":"Signature: ..................................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"incorporation","type":"add","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"1","type":"remove","operator":"="},{"field":"2e448a0a-e3c2-4a7a-b4f3-2014fde3100a","value":"2","type":"remove","operator":"="}]},{"id":"ffd62e91-51d3-4632-849e-178c41fbc9ce","order":288,"text":"Certified a true copy of the Articles of Association of the Company as altered by the special resolution referred to above.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"resolution","type":"add","operator":"="}]},{"id":"d238744d-c6a2-43d0-a679-cee91de6a704","order":289,"text":"Signature: ..................................................................","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"resolution","type":"add","operator":"="}]},{"id":"f883239c-bcc9-421d-adb0-88e231015f20","order":290,"text":"Director or Company Secretary of [Company name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2316c5b1-431c-4aee-bbe6-f48711356346","value":"resolution","type":"add","operator":"="}]}]