TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM OF ASSOCIATION
OF
ASIA PROPERTIES INVESTMENTS, INC.
1. NAME
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The name of the Company is ASIA PROPERTIES INVESTMENTS, INC.
2. REGISTERED OFFICE
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The Registered Office of the Company will be situated at Simmonds Building,
Wickhams Cay 1, P.O. Box 961, Road Town, Tortola, British Virgin Islands or
such other place within the British Virgin Islands as the Company may from
time to time by a resolution of directors determine.
3. REGISTERED AGENT
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The Registered Agent of the Company will be COVERDALE TRUST SERVICES
LIMITED or such other qualified person in the British Virgin Islands as the
Company may from time to time by a resolution of directors determine.
4. GENERAL OBJECTS AND POWERS
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(1) The object of the Company is to engage in any act or activity that is
not prohibited under any law for the time being in force in the
British Virgin Islands.
(2) The Company may not:
(a) carry on business with persons resident in the British Virgin
Islands;
(b) own an interest in real property situate in the British Virgin
Islands, other than a lease referred to in paragraph (e) of
subclause (3);
(c) carry on banking or trust business, unless it is licensed to do
so under the Banks and Trust Companies Act, 1990;
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(d) carry on business as an insurance or reinsurance company,
insurance agent or insurance broker, unless it is licensed under
an enactment authorizing it to carry on that business;
(e) carry on the business of company management, unless it is
licensed under the Company Management Act, 1990; or
(f) carry on the business of providing the registered office of the
registered agent for companies incorporated in the British Virgin
Islands.
(3) For purposes of paragraph (a) of subclause (2), the Company shall not
be treated as carrying on business with persons resident in the
British Virgin Islands if:
(a) it makes or maintains deposits with a person carrying on banking
business within the British Virgin Islands;
(b) it makes or maintains professional contact with solicitors,
barristers, accountants, bookkeepers, trust companies,
administration companies, investment advisors or other similar
persons carrying on business within the British Virgin Islands;
(c) it prepares or maintains books and records within the British
Virgin Islands;
(d) it holds, within the British Virgin Islands, meetings of its
directors or members;
(e) it holds a lease of property for use as an office from which to
communicate with members or where books and records of the
Company are prepared or maintained;
(f) it holds shares, debt obligations or other securities in a
company incorporated under the International Business Companies
Act or under the Companies Act; or
(g) shares, debt obligations or other securities in the Company are
owned by any person resident in the British Virgin Islands or by
any company incorporated under the International Business
Companies Act or under the Companies Act.
(4) The Company shall have all such powers as are permitted by law for the
time being in force in the British Virgin Islands irrespective of
corporate benefit, to perform all acts and engage in all activities
which are necessary or conducive to the conduct, promotion or
attainment of the object of the Company.
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(5) The Company shall have all powers to settle its assets or property or
any part thereof in trust, or to transfer the same to any other
company or entity, whether for the protection of its assets or not and
with respect to such settlement or transfer the directors may provide
that the Company, its creditors, its members or any person having a
direct or indirect interest in the Company may be beneficiaries,
creditors, members, certificate holders, partners or holders of any
other similar interest, in such other company or entity.
(6) The directors may by resolution of directors exercise all the powers
of the Company to borrow money and to mortgage or charge its
undertakings and property or any part thereof, to issue debentures,
debenture stock and other securities whenever money is borrowed or as
security for any debt, liability or obligation of the Company or of
any third party.
(7) The Company may, by resolution of directors, mortgage, charge, sell,
transfer, lease, exchange or otherwise encumber or dispose of any or
all of the assets, undertaking and property of the Company, whether in
the usual or regular course of the business of the company or not,
without authorisation by a resolution of members and without having to
observe or follow the procedure set out in section 80 of the Act.
(8) PROVIDED HOWEVER that the written consent of a majority of the members
of the Company will be required for the following actions:
1) the sale of all or substantially all of the company's
assets,
2) a merger, share exchange or other transaction in which
the company is not the surviving entity; and
3) reverse splits of the company's capital stock
5. CURRENCY
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Shares in the Company shall be issued in the currency of the United States
of America.
6. AUTHORISED CAPITAL
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The authorised capital of the Company is $5,000,000.00.
7. CLASSES, NUMBER AND PAR VALUE OF SHARES
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The authorised capital is made up of one class of shares divided into
500,000,000 shares of $0.01 par value each.
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8. DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES
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The designations, powers, preferences, rights, qualifications, limitations
and restrictions of each class and series of shares that the Company is
authorised to issue shall be fixed by resolution of directors, but the
directors shall not allocate different rights as to voting, dividends,
redemption or distributions on liquidation unless the Memorandum of
Association shall have been amended to create separate classes of shares
and all the aforesaid rights as to voting, dividends, redemption and
distributions shall be identical as among the shares in each separate
class.
9. VARIATION OF CLASS RIGHTS
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If at any time the authorised capital is divided into different classes or
series of shares, the rights attached to any class or series (unless
otherwise provided by the terms of issue of the shares of that class or
series) may, whether or not the Company is being wound up, be varied with
the consent of the holders of a simple majority of the issued shares of
that class or series and of the holders of a simple majority of the issued
shares of any other class or series of shares which may be affected by such
variation.
10. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
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Rights conferred upon the holders of the shares of any class issued with
preferred or other rights 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 pari passu therewith.
11. TRANSFER OF SHARES
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Registered shares in the Company may be transferred without the prior or
subsequent approval of the Company in such manner as the Directors may
decide.
12. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
---------------------------------------------------------
The Company may, with the written consent of a majority of the members of
the company, amend its Memorandum of Association and Articles of
Association by a resolution of directors.
13. DEFINITIONS
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The meanings of words in this Memorandum of Association are as defined in
the Articles of Association annexed hereto.
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We, COVERDALE TRUST SERVICES LIMITED of P.O. Box 961, Road Town, Tortola,
British Virgin Islands for the purpose of incorporating an International
Business Company under the laws of the British Virgin Islands hereby subscribe
our name to this Memorandum of Association the 7th day of December, 1999 in the
presence of:
Witness: Subscriber:
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Road Town, Tortola, COVERDALE TRUST SERVICES LIMITED
British Virgin Islands
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