NAGACORP LTD. (Embodied all amendments passed by ordinary and special resolutions up to 20 April 2016)
OF NagaCorp Ltd. 金界控股有限公司(Incorporated in the Cayman Islands with limited liability)
Incorporated on the 25th day of February, 2003
These memorandum and articles of association are available in both English and Chinese versions. In the event of any inconsistency between the two versions, the English version shall prevail.
THE COMPANIES LAW (REVISED) EXEMPTED COMPANY LIMITED BY SHARES
Amended 4th August, 2003
MEMORANDUM OF ASSOCIATION OF
NagaCorp Ltd. **
** 1. The name of the Company is NagaCorp Ltd.
## 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand Cayman, British West Indies.
Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.
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).
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 shares.
The share capital of the Company is US$100,000,000 divided into 8,000,000,000 shares of a nominal or par value of US$0.0125 each.
** The name of the Company was changed from NagaCorp Ltd. to NagaCorp Ltd.
金界控股有限公司 on 20 April 2016.
## Following a change in the address system in the Cayman Islands and the adoption of a new postal code as a result of a Cayman government mandated change of postal policy in 2006, the registered office of the Company should be at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
The Companies Law (Revised) Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
NagaCorp Ltd. **
(Adopted at a general meeting held on 11 May 2006
and amended by way of a special resolution at a general meeting held on 26 June 2006)
** The name of the Company was changed from NagaCorp Ltd. to NagaCorp Ltd.
金界控股有限公司 on 20 April 2016.
SUBJECT Table A | I N D E X | Article No. 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 | 66-77 | |
Proxies | 78-83 | |
Corporations Acting By Representatives | 84 | |
Written Resolutions Of Members | 85 | |
Board Of Directors | 86 | |
Retirement Of Directors | 87-88 | |
Disqualification Of Directors | 89 | |
Executive Directors | 90-91 | |
Alternate Directors | 92-95 | |
Directors' Fees And Expenses | 96-99 | |
Directors' Interests | 100-103 | |
General Powers Of The Directors | 104-109 | |
Borrowing Powers | 110-113 | |
Proceedings Of The Directors | 114-123 | |
Managers | 124-126 | |
Officers | 127-130 | |
Register of Directors and Officers | 131 | |
Minutes | 132 | |
Seal | 133 | |
Authentication Of Documents | 134 | |
Destruction Of Documents | 135 | |
Dividends And Other Payments | 136-145 | |
Reserves | 146 | |
Capitalisation | 147-148 | |
Subscription Rights Reserve | 149 | |
Accounting Records | 150-154 | |
Audit | 155-160 |
Nagacorp Ltd. published this content on 16 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 May 2016 12:47:04 UTC.
Original documenthttp://file.irasia.com/listco/hk/nagacorp/announcement/a160516a.pdf
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