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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Zhong An Group Limited    672   KYG9898N1161

ZHONG AN GROUP LIMITED

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Zhong An Real Estate : Announcements and Notices - Second Amended and Restated Memorandum of Association

07/03/2019 | 05:23am EST

THE COMPANIES LAW (REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Zhong An Group Limited

眾安集團有限公司

(Adopted by a special resolution passed at the annual general meeting held on 6 June, 2019 conditionally upon the change of name of the Company from Zhong An Real Estate Limited 眾安房產有限公司 to Zhong An Group Limited 眾安集團有限公司 on 6 June, 2019)

  1. The name of the Company is Zhong An Group Limited 眾安集團有限公司.
  2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KYl-1111, Cayman Islands.
  3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:
    1. to act and to perform all the functions of a holding company in all its branches and to co-ordinate the policies, administration, management, supervision, control, research, planning, trading and any other activities of any subsidiary or affiliated company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary or affiliated company is now or may become a member or which are now or may become in any manner associated with or controlled directly or indirectly by the Company.
    2. to carry on all, or anyone or more, of the following businesses in all or any of their various aspects:
      1. providing services of any kind, financial or otherwise, in, from and to any part of the world outside the Cayman Islands;
      2. general trading, importing, exporting, buying, selling and dealing in goods, materials, substances, articles and merchandise of all kinds in, from and to any part of the world, whether as principal or as agent;

1

AP_Legal - 105094087.3

Filed: 06-Jun-2019 10:18 EST

www.verify.gov.ky File#: 183631

Auth Code: B82489181103

      1. manufacturing, processing and/or extracting or taking goods, materials, substances, articles and merchandise fall kinds in any part of the world; and
      2. investing, developing, dealing in and/or managing real estate or interests therein in any part of the world outside the Cayman Islands;
    1. to carry on any other business of any nature whatsoever which may seem to the directors of the Company to be capable of being conveniently carried on in connection or conjunction with any business of the Company hereinbefore or hereinafter authorised or to be expedient with a view to rendering profitable or more profitable any of the Company's assets or utilising its know-how or expertise;
    2. to act as an investment company and for that purpose to acquire and hold upon any terms and, either in the name of the Company or that of any nominee, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated or carrying on business, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to make payments thereon as called up or in advance of calls or otherwise and to subscribe for the same, whether conditionally or absolutely, and to hold the same with a view to investment, but with the power to vary any investments, and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof, and to invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may be from time to time determined.
  1. 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 (Revised).
  2. 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.
  3. 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

2

AP_Legal - 105094087.3

Filed: 06-Jun-2019 10:18 EST

www.verify.gov.ky File#: 183631

Auth Code: B82489181103

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.

  1. The liability of each member is limited to the amount from time to time unpaid on such member's shares.
  2. The share capital of the Company is HK$1,000,000,000 divided into 10,000,000,000 shares of a nominal or par value of HK$0.10 each, with power for the Company insofar as is permitted by law to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (Revised) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege 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 stated to be preference or otherwise shall be subject to the powers hereinbefore contained.

3

AP_Legal - 105094087.3

Filed: 06-Jun-2019 10:18 EST

www.verify.gov.ky File#: 183631

Auth Code: B82489181103

Disclaimer

Zhong An Real Estate Limited published this content on 03 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 July 2019 09:22:05 UTC


© Publicnow 2019
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Financials
Sales 2019 6 205 M 943 M 943 M
Net income 2019 637 M 96,8 M 96,8 M
Net Debt 2019 4 429 M 673 M 673 M
P/E ratio 2019 1,93x
Yield 2019 8,44%
Capitalization 1 622 M 247 M 246 M
EV / Sales 2018 0,88x
EV / Sales 2019 0,91x
Nbr of Employees 4 153
Free-Float 41,5%
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NameTitle
Jian Gang Zhang Chief Executive Officer & Executive Director
Kan Cheng Shi Executive Chairman & President
De Feng You Chief Financial Officer
Tiao Juan Shen Executive Director & Vice President
Ker Wei Pei Independent Non-Executive Director
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