British Virgin Islands
The BVI Business Companies Act, 2004
Incorporated the S'h day of October, 2013
Newhaven Trustees CBVD Limited
3rd Floor, J & C Building
Road Town, Tortola British Virgin Islands
A TRUE CERTIFIED COPY
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TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004
MEMORANDUM OF ASSOCIATION OF
NICE RICH GROUP LIMITED
The name of the Company is NICE RICH GROUP LIMITED.
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Tho Compa,y is ,oomp,:
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REGISTERED OFFI "-:£.
The first registered of cf!he Compan "sp,t 3'"-Floo'.)'i;· Building, P.O. Box 933, Road
Town, Tortola, British ipgitsan5l _--, , V)
The first registered agen of , paru · '• hav. 1/.istees (BVI) Limited of 3"' Floor, J &
C Building, P.O. Box 933, ; ,}orto a, !ritiin,,vir · slands, VG! 110.
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The Company may, by Resolu ·, of Sa1i, Jders y Resolution of Directors, change the location of its registered office or ch g "ts.negi e ·ed agent.
If at any time the Company does not have a registered agent it may, by Resolution of Shareholders or Resolution of Directors, appoint a registered agent.
CAPACITY AND POWERS
Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:
full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
for the purposes of paragraph (a), full rights, powers and privileges.
4.2 For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.
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5. NUMBER AND CLASSES OF SHARES
5.1 The Company is authorised to issue a maximum of 50,000 Shares of one class with a par value of US$ l.OO each.
5.2 The Shares in the Company shall be issued in the currency of the United States of America.
5.3 The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.
5.4 The Company may issue a class of Shares in one or more series. The division of a class of Shares into one or more series and the designation to be made to each series shall be determined
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The rights conferred upon the holders of the Shares of any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of the holders of a majority of the issued Shares of that class or by a resolution approved at a duly convened and constituted meeting of the Shares of that class by the affirmative vote of a majority of the votes of the Shares of that class which were present at the meeting and were voted.
The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with such existing Shares.
DEFINITIONS AND INTERPRETATION
by the directors from time to time.
RIGHTS OF SHARES
Each Share in the Company confers upon the Shareholder: •
In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:
to restrict the rights or powers of the Shareholders to amend this Memorandum or the Articles;
to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend this Memorandum or the Articles;
in circumstances where this Memorandum or the Articles cannot be amended by the Shareholders; or
to this Clause 8.
8.2 Any amendment of this Memorandum or the Articles will take effect from the date that the notice of amendment, or restated Memorandum and Articles incorporating the amendment, is registered by the Registrar or from such other date as determined pursuant to the Act.
"Resolution of Directors" means either:
(a) a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or
(b) a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;
"Resolution of Shareholders" means either:
a resolution approved at a duly convened and constituted meeting of the Shareholders by the affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or
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a resolution consented to in writing by a majority of the votes of the Shares entitled to vote on such resolution;
"Seal" means any seal which has been duly adopted as the common seal of the Company;
"Share" means a share issued or to be issued by the Company;
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We, Newhaven Trustees (BVI) Limited of 3'd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG 1110, for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby apply to the Registrar for the incorporation of the Company this gday of October, 2013.
"Shareholder" means a person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares; and
"written" or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and "in writing" shall be construed accordingly.
9.2 In this Memorandum and the Articles, unless the context otherwise requires, a reference to: •
Diana Todman Authorised Signatory
Newhaven Trustees (BVI) Limited
a reference to a period of several months shall be construed accordingly. • •
Any reference to a "month" shall be construed as a reference to a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next calendar month and
Any words or expressions defined in the Act bear the same meaning in this Memorandum and the Articles unless the context otherwise requires or they are otherwise defined in this Memorandum or the Articles.
Headings are inserted for convenience only and shall be disregarded m interpreting this Memorandum and the Articles.
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