香港公司章程模板中英文2013

香港公司章程范文章程，是组织、社团经特定的程序制定的关于组织规程和办事规则的法规文书，是一种根本性的规章制度。

下面是为你整理的香港公司章程范文，希望对你有用!香港公司章程范文根据《香港公司条例》的有关规定，公司章程大纲须包括下列事项：(1) 公司名称;(2) 公司法定地址;(3) 公司宗旨( the objects of the company );(4) 公司成员的责任;(5) 公司股本;(6) 法定地址;(7) 组织条款。

公司章程大纲条款的法律规定1 、香港公司名称股份有限公司或保证有限公司应以Limited 作为其名称的最后用语。

香港公司不得以下列名称登记：(1) 与香港公司注册署公司名册已有名称相同的名称;(2) 与根据香港条例组成或设立的法人实体名称相同的名称;(3) 行政长官认为，该名称的使用将构成触犯刑法;或(4) 行政长官认为，该名称冒犯或违反公共利益。

除非经行政长官同意，否则香港公司不得以下列名称注册：British ，Building Society ，Chamber of Commerce ，Chartered ，Cooperative ，Imperial ，Kaifong ，Mass Transit ，Municipal ，Royal ，Savings ，Tourist Association ，Trust ，Trustee ，UndergroundRailway 。

2 、公司法定地址香港公司在香港应设有注册办事处。

该处应是公司实际从事经营管理活动的地方。

章程大纲应载明注册办事处的地址，以便香港政府、法院以及与公司有往来的第三者进行联系。

该注册办事处如在公司设立后变更，应立即通知香港公司注册署，否则将被处以罚款。

3 、公司宗旨宗旨条款规定了设立公司所追求的目标，并由此限制了公司的活动范围。

其重要法律后果是，公司的活动如超越该条款规定的范围，即属越权行为而归于无效。

公司具有明确的宗旨不仅使股东了解其投资的目的，也保护了与公司交易的第三人。

THE COMPANIES ORDINANCE (CHAPTER 32）公司条例（香港法例第32章）Private Company Limited by Shares私人股份有限公司MEMORANDUM OF ASSOCIATIONOFJUST＆UPRIGHT ECONOMIC, FINANCIAL AND LEGAL TRANSLATIONLIMITED中正财经法律翻译有限公司的组织章程大纲First：—The name of the Company is " JUST & UPRIGHT ECONOMIC，FINANCIAL AND LEGAL TRANSLATION LIMITED”.Second:—The Registered Office of the Company will be situated in Hong Kong。

Third：—The liability of the Members is limited.Fourth：- The Share Capital of the Company is HK＄10,000.00 divided into 10,000 shares of HK$1。

00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital，original or increased，with or without preference，priority or special privileges，or subject to any postponement of rights or to any conditions or restrictions and so that，unless the conditions of issue shall otherwise expressly declare, every issue of shares，whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained。

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

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

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

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

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

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

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

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

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

香港公司章程范文章程，是组织、社团经特定的程序制定的关于组织规程和办事规则的法规文书，是一种根本性的规章制度。

下面是为你整理的香港公司章程范文，希望对你有用!香港公司章程范文根据《香港公司条例》的有关规定，公司章程大纲须包括下列事项：(1) 公司名称;(2) 公司法定地址;(3) 公司宗旨( the objects of the company );(4) 公司成员的责任;(5) 公司股本;(6) 法定地址;(7) 组织条款。

公司章程大纲条款的法律规定1 、香港公司名称股份有限公司或保证有限公司应以Limited 作为其名称的最后用语。

香港公司不得以下列名称登记：(1) 与香港公司注册署公司名册已有名称相同的名称;(2) 与根据香港条例组成或设立的法人实体名称相同的名称;(3) 行政长官认为，该名称的使用将构成触犯刑法;或(4) 行政长官认为，该名称冒犯或违反公共利益。

除非经行政长官同意，否则香港公司不得以下列名称注册：British ，Building Society ，Chamber of Commerce ，Chartered ，Cooperative ，Imperial ，Kaifong ，Mass Transit ，Municipal ，Royal ，Savings ，Tourist Association ，Trust ，Trustee ，UndergroundRailway 。

2 、公司法定地址香港公司在香港应设有注册办事处。

该处应是公司实际从事经营管理活动的地方。

章程大纲应载明注册办事处的地址，以便香港政府、法院以及与公司有往来的第三者进行联系。

该注册办事处如在公司设立后变更，应立即通知香港公司注册署，否则将被处以罚款。

3 、公司宗旨宗旨条款规定了设立公司所追求的目标，并由此限制了公司的活动范围。

其重要法律后果是，公司的活动如超越该条款规定的范围，即属越权行为而归于无效。

公司具有明确的宗旨不仅使股东了解其投资的目的，也保护了与公司交易的第三人。

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

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

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

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

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

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

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

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

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

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

2. 董事会：董事会是公司的管理机构，负责决策和管理公司的日常事务。

董事会由董事组成，并按照公司章程的规定进行选举和任命。

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

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

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

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

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

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

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

2. 适用范围：本规程适用于香港有限责任公司的所有成员和相关工作人员。

以上为香港有限责任公司的规程，供参考和遵守。

香港公司章程模板中英文XXTHE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOF[****** HOLDINGS LIMITED](Adopted by special resolution passed on [•] 2021)P RELIMINARY1.The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2.In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means these articles of association as from time to time altered by Special Resolution;Auditors means the auditors of the Company;Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business;clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company;dividend means dividend or bonus;$ or dollars means Hong Kong Dollars;the holder in relation to shares means the members whose name is entered in the Register asthe holder of shares;Hong Kong means the Special Administrative Region of Hong Kong;in writing means written, or produced by any visible substitute for writing, or partly one andpartly another and "signed" shall be construed accordingly;month means calendar month;Office means the Registered Office of the Company;Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, includingany statutory re-enactment or modification thereof for the time being in force;paid means paid or credited as paid;Register means the Register of members of the Company;Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;Secretary means the secretary of the Company or any other person appointed to perform theduties of the secretary of the Company, including a joint, assistant or deputy secretary;year means year from 1 January to 31 December inclusive;3.In these Articles:Construction (a)unless expressly defined in the Articles, words or expressions that are defined in theOrdinance bear the same meaning as in the Ordinance but excluding any statutorymodification of the Ordinance not in force when the Articles become binding on theCompany;(b)references to a document being executed include references to its being executedunder hand or under seal or by any other method;(c)words denoting the singular number include the plural number and vice versa, wordsdenoting the masculine gender include the feminine gender and words denotingpersons include corporations;(d)headings and marginal notes are inserted for convenience only and do not affect theconstruction of these Articles;(e)powers of delegation shall not be restrictively construed but the widest interpretationshall be given to them;(f)the word Directors in the context of the exercise of any power contained in theseArticles includes any committee consisting of one or more Directors, any Directorholding executive office and any local or divisional board, manager or agent of theCompany to which or, as the case may be, to whom the power in question has been delegated;(g)no power of delegation shall be limited by the existence or, except where expresslyprovided by the terms of delegation, the exercise of that or any other power of delegation; and(h)except where expressly provided by the terms of delegation, the delegation of apower shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.P RIVATE C OMPANY4.The Company is a private company and accordingly:(a)the right to transfer shares is restricted in the manner hereinafter prescribed;(b)the number of members of the Company (exclusive of persons who are in theemployment of the Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to 50. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member;(c)any invitation to the public to subscribe for any shares or debentures of the companyis prohibited; and(d)the company shall not have power to issue share warrants to bearer.本公司为公家公司，据此-(a) 转让股份的权益乃以下文所订明的方式受限制。

香港有限公司组织章程ＸＸＸＸ股份有限公司章程目录第一章总则第二章经营宗旨和范围第三章股份第一节股份发行第二节股份增减和回购第三节股份转让第四章股东和股东大会第一节股东第二节股东大会第三节股东大会提案第四节股东大会决议第五章董事会第一节董事第二节董事会第三节董事会秘书第六章总经理第七章监事会第一节监事第二节监事会第三节监事会决议第八章财务、会计和审计第一节财务、会计制度第二节内部审计第三节会计师事务所的聘任第九章通知第十章合并、分立、解散和清算第一节合并或分立第二节解散和清算第十一章修改章程第十二章附则第一章总则第１条为维护ＸＸＸＸ股份有限公司（以下简称″公司″）、股东和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以下简称《公司法》）和其他有关规定，制订本章程。

第２条公司系依照《公司法》和其他有关规定成立的股份有限公司。

公司经ＸＸＸＸＸＸ（审批机关）Ｘ复〈１９９６〉３９号文批准，以发起设立的方式设立；在中华人民共和国国家工商行政管理总局注册登记，取得营业执照。

第３条公司经有关监管机构批准，可以向境内外社会公众公开发行股票。

第４条公司注册名称中文全称ＸＸＸＸ股份有限公司简称：“ＸＸ公司”第５条公司住所为：北京市西城区金融大街３５号邮政编码：１０００３２第６条公司注册资本为人民币５０００００００元。

第７条公司为永久存续的股份有限公司。

第８条董事长为公司的法定代表人。

第９条公司全部资产分为等额股份，股东以其所持股份为限对公司承担责任，公司以其全部资产对公司的债务承担责任。

第１０条本公司章程自生效之日起，即成为规范公司的组织与行为、公司与股东、股东与股东之间权利义务关系的，具有法律约束力的文件。

股东可以依据公司章程起诉公司；公司可以依据公司章程起诉股东、董事、监事、总经理和其他高级管理人员；股东可以依据公司章程起诉股东；股东可以依据公司章程起诉公司的董事、监事、总经理和其他高级管理人员。

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

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

公司条例（第三十二章）__________________私人股份有限公司__________________LIMITED有限公司的组织章程大纲__________________第一：本公司的名称是“LIMITED有限公司”。

第二：本公司的注册办事处将位于香港(特别行政区)。

第三：公司成员的法律责任是有限的。

第四：本公司的股本为港币10,000.00元，分为10,000股，每股港币1.00元。

公司有权增加或减少上述股本及发行原本或经增加的股本的任何部份，不论该等股票是否附带优惠，优先权或特权，或是否受制于权利的延迟行使或任何条件或限制，以致（发行条件另有明文公布除外），每次股票发行均须受制于上述所指权力，不论所发行的股票是否被公布为优先股票或其他股票。

我/我等，即列具姓名或名称及地址的签署的股份认购人，均意欲依据本组织章程大纲组成一间公司，我/我等并各别同意按列于我/我等姓名或名称右方的股份数目，承购公司资本中的股份。

日期：二零零年月日上述签署的见证人：公司条例（第三十二章）__________________私人股份有限公司__________________LIMITED有限公司的组织章程细则__________________序首1.除非本章程细则明确地将公司条例（第三十二章）的第一附表“A”表，(下称“A表”)所列出的规则排除或修改，否则“A表”所列出的规则适用于本公司。

假如“A表”所列规则，与本章程细则，内容互相违背，则以本章程细则内容为准。

2.本公司为私人公司，据此－(a)转让股份的权利乃以下文所订明的方式受限制；(b)公司的成员人数（不包括受雇于公司的人，亦不包括先前受雇于公司而在受雇期间及在终止受雇之后，一直作为公司成员的人）以50名为限。

但就本条而言，凡2名或多于2名人士联名持有公司一股或多于一股的股份，该等人士须视为单一名成员；(c)任何邀请公众人士认购公司的任何股份或债权证的行为均受禁止。

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

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

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

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

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

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

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

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

Ar t i c l e s o f As s o c i a t i o n o f Ho n g Ko n g--Own e d En t e r p r i s e GENERAL PRINCIPLES第一章总则条These Articles of Association of Co., Ltd. (hereinafter called the“Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations.根据《中华人民共和国外资企业法》及其实施细则，以及其它相关法律法规，制订有限公司（以下简称“公司”）《章程》。

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

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

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

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