HUA YIN INTERNATIONAL HOLDINGS LIMITED This Bye-Laws is a conformed copy or a consolidated version not formally adopted by shareholders at a general meeting. The Chinese translation thereof is for reference only and the English version shall always prevail in case of any inconsistency between the English version and the Chinese translation thereof.
BYE-LAWS OF GROUND PROPERTIES COMPANY LIMITED(Adopted by the shareholders of the Company at the Annual General Meeting held on 5 September 2012
and
amended by the shareholders of the Company at the Special General Meeting held on 25 July 2016)
Incorporated the 11th day of January, 1994
INCORPORATED IN BERMUDA WITH LIMITED LIABILITY
(i)
I N D E X
SUBJECT | Bye-law No. |
Interpretation | 1-2 |
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 |
General Meetings | 55-57 |
Notice Of General Meetings | 58-59 |
Proceedings At General Meetings | 60-64 |
Voting | 65-76 |
Proxies | 77-82 |
Corporations Acting By Representatives | 83 |
Written Resolutions Of Members | 84 |
Board Of Directors | 85 |
Retirement Of Directors | 86-87 |
Disqualification of Directors | 88 |
Executive Directors | 89-90 |
Alternate Directors | 91-94 |
Directors' Fees And Expenses | 95-98 |
Directors' Interests | 99-102 |
General Powers Of The Directors | 103-108 |
Borrowing Powers | 109-112 |
Proceedings Of The Directors | 113-122 |
Managers | 123-125 |
Officers | 126-130 |
Register Of Directors And Officers | 131 |
Minutes | 132 |
Seal | 133 |
Authentication Of Documents | 134 |
(ii)
SUBJECT | Bye-law No. |
Destruction Of Documents | 135 |
Dividends And Other Payments | 136-145 |
Reserves | 146 |
Capitalisation | 147-148 |
Accounting Records | 149-151 |
Audit | 152-157 |
Notices | 158-160 |
Signatures | 161 |
Winding Up | 162-163 |
Indemnity | 164 |
Alteration Of Bye-laws And Amendment To Memorandum of Association And Name of Company | 165 |
Information | 166 |
1
INTERPRETATION
1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.
WORD | MEANING |
"Act" | The Companies Act 1981 of Bermuda. |
"address" | the ordinary meaning given to it and include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-laws or these presents. |
"Auditor" | the auditor of the Company for the time being and may include any individual or partnership. |
"associate" | the meaning given in the Listing Rules as amended from time to time. |
"Bye-laws" | these Bye-laws in their present form or as supplemented or amended or substituted from time to time. |
"Board" or "Directors" | the Board of Directors of the Company or the Directors present at a meeting of Directors at which a quorum is present. |
"business day" | a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a number 8 or higher typhoon signal, black rainstorm warning, such day shall for the purposes of these Bye-laws be counted as a business day. |
"capital" | the share capital from time to time of the Company. |
"clear days" | in relation to the period of a notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. |
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