MEMORANDUM AND ARTICLES OF ASSOCIATION OF Thailand Three Trees Group Co., Limited 泰國三棵樹集團有限公司 _______________________________ Incorporated the day of _______________________________ HONG KONG No. [COPY] COMPANIES ORDINANCE (CHAPTER 32) CERTIFICATE OF INCORPORATION I hereby certify that Thailand Three Trees Group Co., Limited 泰國三棵樹集團有限公司 is this day incorporated in Hong Kong under the Companies Ordinance, and that this Company is Limited. Issued by the undersigned on ................................................... for Registrar of Companies Hong Kong
THE COMPANIES ORDINANCE (CHAPTER 32)
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Private Company Limited by Shares
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MEMORANDUM OF ASSOCIATION
OF
Thailand Three Trees Group Co., Limited
泰國三棵樹集團有限公司
First:- The name of the Company is \ 泰國三棵樹集團有限公司\
Second:- The Registered Office of the Company will be situated in Hong Kong.
Third:- The liability of the Members is limited.
Fourth:- The Share Capital of the Company is HK$10,000.00 divided into 10,000 shares of HK$1.00 each with the power for the company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without preference, priority or special privileges, or subject to any postponement of rights or to any conditions or restrictions and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.
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I/We, the undersigned, whose name(s), address(es) and description(s) is/are hereto given
below, wish to form a Company, in pursuance of this Memorandum of Association, and I/we respectively agree to take the number of share(s) in the capital of the Company set opposite to my/our respective name(s):-
Name(s), Address(es) and Description(s) of Signatory(ies) MIAO SHENGHE (繆勝合) TAOAO VILLAGE, TONGPU TOWN, RUIAN CITY, ZHEJIANG PROVINCE, CHINA. Merchant Number of Share(s) taken by each Signatory 10,000 Total Number of Share(s) Taken.... 10,000
Mr. WONG Jun Secretary FT B, 13/F.,
Nam Pak Hong Bldg,
26-28 Bonham Strand West, Sheung Wan HongKong.
Dated the 4th September 2010.
WITNESS to the above signature(s):
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THE COMPANIES ORDINANCE (CHAPTER 32)
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Private Company Limited by Shares
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ARTICLES OF ASSOCIATION
OF
Thailand Three Trees Group Co., Limited
泰國三棵樹集團有限公司
PRELIMINARY
1.
The regulations in Table A in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to the
Company save in so far as they are hereby specifically excluded or are inconsistent with the Articles herein contained. In particular, but without in any way limiting the generality of the foregoing, clauses 11, 24, 25, 49, 55, 81, 86, 91 to 99 inclusive, 101, 108, 114 and 136 of Table A shall not apply or are modified as hereinafter appearing. 2. The Company is a private company, and accordingly:?
(a) no invitation shall be issued to the public to subscribe for any shares or debentures of the Company; (b) the number of the members of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company were, while in that employment, and have continued after the determination of that employment to be, members of the Company) shall be limited to fifty, provided that where two or more persons hold one or more shares in the Company jointly they shall, for the purposes of this Article, be treated as a single member; and (c) the right to transfer the shares of the Company shall be restricted in manner hereinafter appearing.
SHARES 3. The Shares shall be under the control of the Directors who may subject to section 57B of the Ordinance allot or otherwise dispose of the same to such person or persons on such terms and conditions and either at a premium or at par and with such rights and privileges annexed thereto and at such times as the Directors may think fit and with full power to give to any person the call of any shares either at par or at a premium during such time and for such consideration as the Directors think fit, and in particular such shares or any of them may be issued by the Directors with a preferential, deferred or qualified right to dividends, and with a special or qualified right of voting or without a right of voting. Any preference share may be issued on the terms that it is, or at the option of the Company is, liable to be redeemed.
4. The Company shall have the first and paramount lien upon all the shares registered in the name of each Member and upon the proceeds of sale thereof, for his debts, liabilities and engagements, solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares.
5. Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any shares as the absolute owner thereof, and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by Ordinance required, be bound to recognise any equitable or other claim to, or interest in, such shares on the part of any other person. 6. Subject to the Ordinance and the sanction of the Court, the Company may by special resolution issue shares at a discount.
TRANSFER OF SHARES 7. The Directors may in their absolute discretion and without assigning any reason therefor, refuse to register a transfer of any share. If the Directors refuse to register a transfer they shall within two months after 3
the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal as required by Section 69 of the Ordinance.
REDEMPTION OR PURCHASE OF OWN SHARES
8. Subject to the Ordinance, the Company may by special resolution redeem or purchase its own shares out of its
capital.
GENERAL MEETINGS 9. A General Meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the last preceding General Meeting) and place as may be prescribed by the Company in General Meeting and if no other time or place is prescribed a General Meeting shall be held at such time and place as the Directors may from time to time determine. General Meetings held under this Article shall be called Annual General Meetings. General Meetings other than the Annual General Meetings shall be called Extraordinary General Meetings. Provided that so long as the Company holds its First Annual General Meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year.
10. (a) The quorum for the transaction of business at any General Meeting shall be two members present in person or by proxy. Notwithstanding any provision herein, if the Company has only one member, that member presents in person or by proxy shall be the quorum of a general meeting of the Company. (b) Meetings may be held in Hong Kong or at such other place or places in the world as the majority of the shareholders in value shall from time to time by resolution determine.
(c) A resolution in writing signed by all the shareholders and annexed or attached to the General Meetings Minute Book shall be as valid and effective as a resolution passed at a meeting duly convened. The signature of any shareholder may be given by his Attorney or Proxy. Any such resolution may be contained in one document or separate copies prepared and/or circulated for the purpose and signed by one or more shareholders.
(d)Where the Company has only one member and that member takes any decision that may be taken by the
Company in General Meeting and that has effect as if agreed by the Company in General Meeting, he shall (unless that decision is taken by way of a resolution in writing duly signed by him) provide the Company with a written record of that decision within 7 days after the decision is made.
DIRECTORS 11. Unless and until otherwise determined by an ordinary resolution of the Company, the minimum number of Director(s) shall be one and there shall be no maximum number of Directors. 12.
The First Director(s) shall be appointed in writing by the Founder Member(s) of the Company or by the Company in general meeting.
13. A Director need not hold any shares in the Company and is not subject to rotation or retirement at the annual general meetings. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.
DIRECTORS' REMUNERATION 14. (a) The Directors shall be paid out of the funds of the Company remuneration for their services such sum (if any) as the Company may by ordinary resolution from time to time determine.
(b) The Directors shall also be entitled to be paid their reasonable expenses incurred in consequence of their attendance at meetings of Directors, committee meetings or general meetings or otherwise in or about the business of the Company.
15. The Directors may award extra remuneration out of the funds of the Company (by way of salary, commission or otherwise as the Directors may determine) to any Director who performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director.
POWERS OF DIRECTORS 16. The business of the Company shall be managed by the Directors, who shall pay all expenses incurred in the formation and registration of the Company, and who may exercise all such powers of the Company as are not by the Ordinance or by these Articles required to be exercised by the Company in general meeting, subject to any provision
in these Articles or the Ordinance and to any resolution, not being inconsistent with any such provision, as may be passed by the Company in general meeting; but no such resolution shall invalidate any prior act of the Directors. The general powers given to the Directors by this Article shall be in addition to, and not limited or restricted by, any special authority or power given to the Directors by any other Article.
17. The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents for the Company, and may fix their remuneration, and may delegate (with
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