THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
AND
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
Central China Real Estate Limited
（建業地產股份有限公司* ）
Incorporated on 15 November 2007
Cayman Islands
- For identification purposes only
Central China Real Estate Limited
（建業地產股份有限公司* ）
Amendments embodied herein
The following resolutions have been embodied into this Memorandum of Association and Amended and Restated Articles of Association:
- Written resolution passed by the sole shareholder of the Company on 8 March 2008 to approve and adopt the Memorandum of Association
- Written resolution passed by all shareholders of the Company on 14 May 2008 to approve and adopt the Articles of Association
- Special resolution passed by all shareholders of the Company on 24 May 2012 to amend the Articles of Association
- Special resolution passed by all shareholders of the Company on 12 May 2021 to approve and adopt the Amended and Restated Articles of Association
- For identification purposes only
MEMORANDUM OF ASSOCIATION
OF
Central China Real Estate Limited
（建業地產股份有限公司* ）
(Adopted pursuant to the sole shareholder's resolution passed on 8 March 2008)
- The name of the Company is Central China Real Estate Limited.
- 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.
- Subject to the following provisions of the Memorandum, the objects for which the Company is established are unrestricted.
- Subject to the following provisions of the 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.
- 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.
- 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.
- The liability of each member is limited to the amount from time to time unpaid on such member's share.
- 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.
- 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.
- For identification purposes only
The Companies Act (As Revised)
Company Limited by Shares
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
Central（建業China地產股Real份有Estate限公司Limited）
*
(Adopted at the annual general meeting held on 12 May 2021)
- For identification purposes only
1
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 |
Reserves | 143 |
Capitalisation | 144-145 |
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