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Unformatted text preview: costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding $100. WE, the several persons whose names and addresses are given below, wish to form a company , in pursuance of this memorandum of association. Names, Addresses and Descriptions of Signatories 1. Chan Kwok-wah (本本本) of , Headmaster. 2. Lee Wing-tak (本本本) of , Stockbroker. Dated the day of 19 . Witness to the above signatures, John Jones, No. 13, Chater Road, Hong Kong. Solicitor. (Amended 25 of 1998 s. 2; 30 of 2004 s. 2) ______________ ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION Interpretation 1. In these articles- "Ordinance" (本本本) means the Companies Ordinance , Chapter 32; (Amended 12 of 2010 s. 61) "seal" (本本) means the common seal of the company ; (Amended 12 of 2010 s. 61) "secretary" (本本) means any person appointed to perform the duties of the secretary of the company . Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form. Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Ordinance or any statutory modification thereof in force at the date at which these articles become binding on the company . Members 2. The number of members with which the company proposes to be registered is 500, but the directors may from time to time register an increase of members. 3. The founder members and such other persons as the directors shall admit to membership shall be members of the company . (Amended 30 of 2004 s. 2) General Meetings 4. The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the company and that of the next. Provided that so long as the company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the directors shall appoint. 5. All general meetings other than annual general meetings shall be called extraordinary general meetings. 6. The directors may, whenever they think 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 are not within Hong Kong sufficient directors capable of acting to form a quorum, any director or any 2 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 the...
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- Fall '12