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Chapter: 32  COMPANIES ORDINANCE

TABLE D

[sections 14 & 360]

MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL

Memorandum of Association

1st. The name of the company is "The Yuen Long Motel Company Limited".

2nd. The registered office of the company will be situated in Hong Kong.

3rd. The objects for which the company is established are [If the objects are being stated, they should be set out here].  (Amended 3 of 1997 s. 56)

4th. The liability of the members is limited.

5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within 1 year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the 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 $500.

6th. The share capital of the company shall consist of $10000000 divided into 10000 shares of $1000 each.WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers Number of

Shares taken

by each

Subscriber

1. Chow Tak-kwong of

, Hotel Executive. 1

2. Hamish MacDonald of  1

, Banker. --------

Total shares taken 2

=====

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)

Note: The 3rd paragraph applies only if the objects are being stated but that paragraph can be adapted or modified to contain any statement restricting or excluding objects.  (Added 3 of 1997 s. 56)

ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION

1. The number of members with which the company proposes to be registered is 50, but the directors may from time to time register an increase of members.

2. The regulations of Table A, Part I, set out in the First Schedule to the Companies Ordinance, Chapter 32 (in these articles called "the Ordinance"), shall (with the exception of regulations 47A and 47B) be deemed to be incorporated with these articles and shall apply to the company.  (Amended L.N. 188 of 1993)

3. Subject to sections 49 to 49S of the Ordinance, the company may purchase its own shares (including any redeemable shares).  <* Note - Exp. X-Ref.: Sections 49, 49A, 49B, 49BA, 49C, 49D, 49E, 49F, 49G, 49H, 49I, 49J, 49K, 49L, 49M, 49N, 49O, 49P, 49Q, 49R, 49S *>  (Added L.N. 188 of 1993)

4. Subject to sections 49I to 49O of the Ordinance, the company may make a payment in respect of the redemption or purchase of its own shares otherwise than out of the distributable profits of the company or the proceeds of a fresh issue of shares.  <* Note - Exp. X-Ref.: Sections 49I, 49J, 49K, 49L, 49M, 49N, 49O *>  (Added L.N. 188 of 1993)

Note: Articles 3 and 4 of these articles are alternative to regulations 47A and 47B of Table A, Part I.  (Added L.N. 188 of 1993)

Names, Addresses and Descriptions of Subscribers

1. Chow Tak-kwong (©PјwҐъ) of                                                ,

Hotel Executive.

2. Hamish MacDonald of

, Banker.

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)

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