COUNTRY GARDEN HOLDINGS COMPANY LIMITED
碧 桂 園 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Country Garden Holdings Company Limited
碧桂園控股有限公司
(Embodied all amendments passed by shareholders' written resolutions passed on 20 March 2007)
1.The name of the Company is Country Garden Holdings Company Limited 碧桂園控股有限公司.
2.The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
3.Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.
4.Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law.
5.Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
6.The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
7.The liability of each member is limited to the amount from time to time unpaid on such member's shares.
8.The authorized shares capital of the Company is HK$10,000,000,000 divided into 100,000,000,000 shares of a nominal or par value of HK$0.1 each.
9.The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.
1
We, the undersigned, are desirous of being formed into a company pursuant to this Memorandum of Association and the Companies Law, and we hereby agree to take the numbers of shares set opposite our respective names below.
Dated this 10th day of November, 2006
SIGNATURE, NAME, OCCUPATION AND | NUMBER OF SHARES | |
ADDRESS OF SUBSCRIBER | TAKEN BY | |
SUBSCRIBER | ||
CODAN TRUST COMPANY (CAYMAN) LIMITED, | One (1) | |
a Cayman Islands Company of: | ||
Cricket Square, Hutchins Drive, | ||
P.O. Box 2681 | ||
Grand Cayman KY1-1111 | ||
Cayman Islands | ||
by : | ||
(Sd.) | ||
______________________ | ||
Theresa L. Pearson Thomas | ||
(Sd.) | ||
______________________ | ||
Lucila Ongaro | ||
Witness to the above signature | ||
Address: | Cricket Square, George Town, | |
Grand Cayman | ||
Occupation: | Corporate Administrator |
I, Joy A. Rankine, Asst. Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true copy of the Memorandum of Association of this Company duly registered on the 10th day of November, 2006
(Sd.)
____________________________
Asst. REGISTRAR OF COMPANIES
2
The Companies Law (Revised)
Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
Country Garden Holdings Company Limited
碧桂園控股有限公司
(Adopted by a special resolution passed on 17 May 2018 and
embodied amendment approved by a special resolution passed on 16 May 2019)
INDEX | |
SUBJECT | Article No. |
Table A | 1 |
Interpretation | 2 |
Share Capital | 3 |
Alteration Of Capital | 4-7 |
Share Rights | 8-9 |
Variation Of Rights | 10-11 |
Shares | 12-15 |
Share Certificates | 16-21 |
Lien | 22-24 |
Calls On Shares | 25-33 |
Forfeiture Of Shares | 34-42 |
Register Of Members | 43-44 |
Record Dates | 45 |
Transfer Of Shares | 46-51 |
Transmission Of Shares | 52-54 |
Untraceable Members | 55 |
General Meetings | 56-58 |
Notice Of General Meetings | 59-60 |
Proceedings At General Meetings | 61-65 |
Voting | 66-74 |
Proxies | 75-80 |
Corporations Acting By Representatives | 81 |
Written Resolutions Of Members | 82 |
Board Of Directors | 83 |
Retirement Of Directors | 84-85 |
Disqualification Of Directors | 86 |
Executive Directors | 87-88 |
Alternate Directors | 89-92 |
Directors' Fees And Expenses | 93-96 |
Directors' Interests | 97-100 |
General Powers Of The Directors | 101-106 |
Borrowing Powers | 107-110 |
Proceedings Of The Directors | 111-120 |
Managers | 121-123 |
Officers | 124-127 |
Register Of Directors And Officers | 128 |
Minutes | 129 |
Seal | 130 |
Authentication Of Documents | 131 |
Destruction Of Documents | 132 |
Dividends And Other Payments | 133-142 |
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Country Garden Holdings Company Limited published this content on 16 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 May 2019 09:27:02 UTC