SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 16, 1998
BEST MEDICAL TREATMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-12825 84-0916272
(Commission File Number) (IRS Employer Identification No.)
45110 Club Drive, Suite B, Indian Wells, California 92210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 360-1042
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Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Pursuant to a certain Share Exchange Agreement (the "Agreement"),
dated as of March 12, 1998, by and between Best Medical Treatment Group, Inc.
(the "Registrant"), and Cheng Chao Ming ("Shareholder"), the Registrant acquired
from Shareholder all of the outstanding shares of Wonderwide Wonsultants Limited
(BVI) ("Wonderwide") in exchange for 2,230,000 shares of Common Stock of the
Registrant. The closing date of the transaction was March 16, 1998.
Wonderwide holds 99% of the outstanding capital stock of King Yuen
Investment and Development Limited, a Hong Kong corporation ("King Yuen"). The
other 1% of King Yuen is owned by Shareholder. King Yuen holds 100% of the
foreign joint venture interest in the Qin Dynasty Hotel (Xian) Limited ("Qin
Dynasty Hotel") a sino-foreign cooperative joint venture, which owns and
operates a hotel in the ancient city of Xian, Peoples' Republic of China.
Shareholder also agreed to cause his affiliate to transfer to Wonderwide, as
soon as regulatory approval is received, his 60% interest in the City Hotel
(Xian) Co. Limited ("City Hotel"), which owns and operates a second hotel in
Xian. Pending the transfer of the interest in the City Hotel, Shareholder has
escrowed 334,500 shares (out of the 2,230,000 referred to above) with the
Registrants' legal counsel.
As an exhibit to the Agreement, the Shareholder provided the
Registrant with unaudited financial statements of its interests in the Qin
Dynasty Hotel and the City Hotel. These financial statements are appended to the
Agreement as filed with this report. In Section 2.04(a) of the Agreement,
Shareholder warranted that Wonderwide's consolidated net income, as audited
under United States Generally Accepted Accounting Principles, would be no less
than $2.5 Million for the year ended December 31, 1997, and agreed that "In the
event that the audited earnings fall below this amount, Shareholder will cancel
that number of Company shares necessary to increase Company earnings per share
("EPS") for that level that would have existed had the earnings met the minimum
level stated above (before adjustment for any splits or new issuances post
closing)". Based on the 2,763,379 shares outstanding as of the closing, the
earnings per share required is $.90 per share.
The following table provides selected unaudited financial data
extracted from the Agreement. This information is given in Renminbi as prepared
by management in accordance with Hong Kong Generally Accepted Accounting
Principles, and is subject to adjustment to conform to United States Generally
Accepted Accounting Principles. The audited financial information could vary
significantly. As of March 28, 1998 the exchange rate was 8.496 Renminbi per US
$1.00.
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<TABLE>
<CAPTION>
Balance Sheet
December 31, 1997
Dynasty Hotel City Hotel
<S> <C> <C>
Current Assets 20,346,047 14,605,064
Fixed assets of cost 141,492,791 80,948,737
Total Assets 161,838,838 95,553,801
Current Liabilities 35,547,030 11,034,174
Long Term Liabilities 51,186,721 --
Shareholder Equity 75,105,087 84,525,627
Renminbi Statement of Operations
Year ended December 31, 1997
Net Sales 36,455,000 20,163,000
Operating Profit 8,278,000 4,046,000
Extraordinary Income 7,800,000 3,960,000
Net Profit 16,078,000 8,006,000
Year ended December 31, 1996
Net Sales 30,243,000 16,296,000
Operating Profit 6,361,000 2,809,000
Extraordinary Income 5,280,000 2,640,000
Net Profit 11,641,000 5,449,000
</TABLE>
Immediately prior to the transaction, there were 1,018,379
shares of the Registrant's common stock issued and outstanding. The Registrant
transferred the ownership of its subsidiary, U.S. Medical Access, Inc., to the
former owner of the subsidiary in exchange for the cancellation of the 625,000
shares of common stock issued upon acquisition of the subsidiary in March 1997.
The Registrant issued 140,000 shares of common stock to non-affiliated third
parties for services in connection with the acquisition, resulting in a total of
2,763,379 shares.
The name of each person known to the Registrant to own more
than 5% of the common stock of the Registrant (the only security outstanding),
the current directors and executive officers of the Registrant who were
appointed upon Closing of the Agreement and the percentage of the total issued
and outstanding Common Stock of the Registrant owned by such persons is as
follows:
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Amount of
Name, Title Beneficial Percent of
Address Ownership(1) Class
Cheng Chao Ming 2,230 80.6%
(Jenson Cheng)
President, Director, and
Chief Executive Officer
Xiong Pingbo(2) ___ ___
(Paul Xiong)
Director and Acting Chief
Financial Officer
John Backhouse(3) ___
All oofficers and directors
as a group (3 persons) 2,230,000 80.6%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
share investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of a security).
(2) The address of these persons is Room 1008-9, Shun Tak Centre,
West Tower, 168-200 Connaught Road,
Central, Hong Kong.
(3) The address of this person is 2850 Catherine Drive, Prince George,
British Columbia Canada V2M 7B5.
The following biographical information is supplied with respect to each
officer and director.
Jenson Cheng, 51, was elected to his positions with the Registrant on
March 16, 1998, Mr. Cheng graduated from Bejing University in 1970 with a degree
in Electronics. For more than 22 years he has been engaged in investment and
business. He is also Managing Director of King Pacific International Holdings,
Ltd., which is listed on the Hong Kong Stock Exchange; Chairman of Jenson
International Development, Ltd; King Sun Holdings Ptc., Ltd.; Jenson
International Group (Canada); Yellowhead Inn (Canada); and King Sun Square Ltd.;
Vice Chairman of Intelligent Trico Enterprises, Co., Ltd.; President of the
Dynasty Hotel and the City Hotel (Xian); and Vice-President of the City Hotel
(Beijing). Mr. Cheng is also a member of the Committee of All-China Federation
of Returned Overseas Chinese, is an Advisor to the Shijiazhuang Municipal
People's Government and the Zhangzhou Municipal People's Government, and is the
Chairman of the Hong Kong Judo Association.
Paul Xiong, 38, was elected to his positions with the Registrant on
March 16, 1998. Since 1994 he has been a director and chief operating officer of
China Changjiang Development Corporation, a member of the Jenson International
Group, and he is currently assistant to the president of King Pacific
International Holdings Ltd. in Hong Kong. From 1992 to 1994 he was a Research
Scientist and International Marketing Consultant for the MacMillan Bloedel
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Research Centre in Vancouver, British Columbia. From 1989 to 1992 he was a
Research Engineer at the University of British Columbia; from 1986 to 1989 he
was a Research Assistant at that university. From 1985 to 1986 and 1982 to 1985
he was respectively a Lecturer and Research Assistant at Anhui Agricultural
University. He received a masters degree in Wood Engineering from the University
of British Columbia and a masters and a bachelors degree from Anhui Agricultural
University in Hefei, Anhui, People's Republic of China.
John Backhouse, 54, was elected the director on March 16, 1998. He has
been the Director of Institutional Development of the College of New Caledonia
since January 1997. From 1986 to 1996 he was the Mayor of Prince George City,
British Columbia and he was an Alderman from 1980 to 1986. Mr. Backhouse is a
professional librarian and most recently was employed by the College of New
Caledonia from 1981 to 1991 where he became Director of Community Services and
Director of Communications. He was president of the B.C. Library Association and
as a Director of the Canadian Library Associates and has served on many
government boards and advisory panels. Currently he is a Board member of BC
Transit, a member of the B.C. Forest Sector Strategy Committee, the Minister's
Advisory Council on Housing, and Co-Chair of the Premier's Northern Summit
Advisory Committee. Mr. Backhouse received a Bachelor of Arts in Library Studies
from the University of Oklahoma.
Item 5. Other Information
Xian is the ancient capital of 11 Chinese dynasties, a major tourist
destination, and the starting point of the ancient silk road to the West.
The Dynasty Hotel is an international 4-star hotel located at the west
boundary of the ancient city wall in Xian, China, located at 55 Huan Cheng Xi
Road, N., Xian, China, telephone 86 29 862 6262. The hotel has 200 rooms and
suites; 4 restaurants (Cantonese, western, Korean and Chinese), a business
center, a karaoke, a discotheque, a beauty salon, health club and a lounge.
The City Hotel is located in the central Xian business district, at 5
Nan Da Road, Xian, China, telephone 86 29 721 9988. The hotel has 140 rooms,
convention hall, 3 restaurants (Chinese, western, and coffee shop), a bar, a
discotheque and a lounge, and a business center.
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Item 7. Financial Statements, Pro Forma FinancialInformation and Exhibits.
(a)(b) The required financial statements and pro forma financial
information is unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities Exchange Act and the
rules and regulations promulgated thereunder within 60 days of the date of the
event reported herein.
(c) Exhibits
2. Plan of acquisition, reorganization,
arrangement, liquidation or
succession.
2.1. Share Exchange Agreement dated March
12, 1998
3. Certificate of Incorporation and Bylaws
3.5 Memorandum and Articles of Association
of King Yuen
Investment and Development Limited.
3.6 Memorandum and Articles of Association
of Wonderwide (BVI) Consultants Limited.
99. Additional Exhibits
99.1 Press Release regarding transaction
99.2 Opinion of China Legal Service (HK) Ltd. as to legal exis-
tence and compliance of King Yuen Investment and Develop-
ment Limited and its ownership of the Qin Dynasty Hotel.
99.3 Opinion of Wilson L. Yeung & Co. as to share ownership
of King Yeun Investment and Development Ltd.
99.4 Opinion of Wilson L. Yeung & Co as to share ownership of
Jenson International Development Limited.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: March 27, 1998 BEST MEDICAL TREATMENT GROUP, INC.
By: /s/ Jenson Cheng
Jenson Cheng
President and Chief Executive Officer
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SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is dated as of March
12, 1998 by and between Best Medical Treatment Group, Inc., ("Company") and
Cheng Chao Ming ("Shareholder").
RECITALS
WHEREAS, Shareholder owns one hundred percent of the issued and
outstanding stock (the "Shares"), of Wonderwide Consultants Limited (B.V.I.),
("Wonderwide"), and;
WHEREAS, Wonderwide owns 99% of all issued and outstanding stock in
King Yuen Investment & Development Limited, a Hong Kong Corporation, which in
turn, owns a 100% interest in the Qin Dynasty Hotel (Xian) Co. Limited, a
sino-foreign cooperative joint venture, and;
WHEREAS, Shareholder also owns 100% of Jensen International Development
Limited, a Hong Kong Corporation, which owns a 60% interest in City Hotel (Xian)
Co. Limited, a sino-foreign equity joint venture, and;
WHEREAS, Shareholder has commenced the process of transferring
the ownership of City Hotel (Xian) Co. Limited from Jensen Interna-
tional Development Limited to Wonderwide, and;
WHEREAS, the Company is a Nevada incorporated US public company,
currently traded on the NASD Bulletin Board under the symbol BMTM, and;
WHEREAS, Company desires to acquire the Shares and Shareholder desires
to exchange the Shares for newly issued stock in the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and terms
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01 Shares Being Exchanged. Effective at the closing of this Agreement
(the "Closing"), and subject to the terms and conditions of this Agreement,
Shareholder shall assign, transfer and deliver to the Company all of the shares.
1.02 Consideration. Subject to the terms and conditions of this
Agreement, and in consideration of the assignment and delivery of the Shares to
the Company, the Company shall at Closing issue to Shareholder and/or its
designees, and Shareholder and/or its designees shall purchase, acquire and/or
accept from the
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Company, 2,300,000 shares in the Company (the "Consideration"), equal to 85% of
all issued and outstanding stock as of the closing, before payment of
consultant's fees described in Section 7.
1.03 Closing. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place at the law offices of Hand & Hand, on
or before March 16, 1998.
1.04 Method of Closing. The method of closing shall require the parties
to satisfy the conditions specified in Section 6.
II. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Shareholder represents and warrants to the Company as follows, as of the
closing:
2.01 Organization. Wonderwide is a corporation duly organized, validly
existing and in good standing under the laws of British Virgin Islands.
Wonderwide as well as its subsidiaries have the corporate power and authority to
carry on its business as presently conducted; and is qualified to do business in
all jurisdictions where the failure to be so qualified would have a material
adverse effect on its business.
2.02 Capitalization.
2.02(a) Shareholder owns 100% of all issued and outstanding
shares of Wonderwide. All issued and outstanding shares of Wonderwide
are duly authorized, validly issued, issued for value, fully paid and
non assessable.
2.02(b) There are no outstanding preferred stock, options,
warrants, or any other rights to purchase any securities of Wonderwide.
2.03 Authority. Shareholder has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, have been duly authorized and approved by
Shareholder and no other corporate proceedings on the part of Wonderwide and/or
Shareholder are necessary to authorize this Agreement and the transactions
contemplated hereby.
2.04 Financial Information & Earnings Guarantee.
2.04(a) Attached as Exhibit A are financial statements compiled
according the PRC accounting standards, which are presented to the
Company by Shareholder regarding the two hotel interests to be acquired
by the Company. The Financial Information provided by Shareholder to
Company is accurate and not misleading, to the best of Shareholder's
knowledge.
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2.04(b) Shareholder warrants that Wonderwide's consolidated net
income, as audited under US GAAP for the fiscal year ending December
31, 1997 will not be less than US $2.5 million. In the event that the
audited earnings fall below this amount, Shareholder will cancel that
number of Company shares necessary to increase Company earnings per
share ("EPS") to the level that would have existed had the earnings met
the minimum level stated above (before adjustments for any splits or
new issuances post closing.) Shareholder agrees that any share
cancellation under this provision will take effect on the date the 1997
Wonderwide US GAAP audit is completed and that the Company's relevant
SEC filing which discloses Wonder-wide's 1997 results will
automatically include any required share cancellation and give effect
to the EPS increase from such share cancellation.
2.05 Litigation. There is no litigation, proceeding or investigation
pending or threatened against Wonderwide affecting any of its properties,
subsidiaries, or assets that might result either in any case or in the aggregate
in any adverse properties or assets, or might call into question the validity of
this Agreement, or any action taken or to be taken pursuant hereto.
2.06 Title to Assets. Shareholder has good and marketable title to
Wonderwide, and Wonderwide has good and marketable title to all of its assets
and properties now carried on its books. Wonderwide is in the process of
perfecting its 60% interest in City Hotel (Xian) Co. Limited. It is anticipated
that the completion of this transfer, which is taking place among entities that
are controlled by the Shareholder, will require 1-3 months due to PRC transfer
procedures. 15% of the Company shares being issued to Shareholder will be held
in escrow with Hand & Hand and will be delivered to Shareholder upon the
perfection of Wonderwide's interest in City Hotel (Xian) Co. Limited. See
Section 7.
2.07 Contracts and Undertakings. Wonderwide and its subsidiary business
operations are not in material default or alleged to be in material default,
under any Contract or Undertaking.
2.08 No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under
the Memorandum and Articles of Association of Wonderwide, or any agreement,
contract or instrument to which Wonderwide is a party or by which it or any of
its assets are bound.
2.09 Accuracy. No document furnished to the Company by or on behalf of
the Company in connection with the transactions contemplated hereby, contains
any untrue statement of a material fact or when taken as a whole omits to state
a material fact
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necessary in order to make the statements contained herein or
therein not misleading.
2.10 US GAAP AUDITS. Shareholder acknowledges that it will cause
Wonderwide to complete and file US GAAP audited financial statements for 3
historical years with the appropriate US government authorities no later than 75
days after the Closing.
2.11 Absence of Material Changes. Since December 31, 1997, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been any material negative change in the condition
(financial or otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which, individually
and in the aggregate, have not been materially adverse.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Shareholder as follows,
as of the Closing:
3.01 Organization. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada, has the
corporate power and authority to carry on its business as presently conducted
and is qualified to do business in all jurisdictions where the failure to be so
qualified would have a material adverse effect on the business of the Company.
3.02 Capitalization of the Company. The authorized capital stock of the
Company consists of 50,000,000 shares of Common Stock par value $.001 per share.
393,379 shares will be issued and outstanding prior to the closing, after
completion of the divestiture of the company's only subsidiary and before
issuance of new shares to the Shareholder or consultants. All outstanding shares
are duly authorized, validly issued, fully paid and non-assessable. Except for
such outstanding shares, there are no outstanding shares of capital stock or
other securities or other equity interests of the Company or rights of any kind
to acquire stock, other securities or other equity interests.
3.03 Authority. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Consideration in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Consideration in accordance with the terms
hereof.
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3.04 Financial Statements. The Company's financial statements have been
prepared in accordance with US generally accepted accounting principles. The
Company has no liabilities other than as set forth in its financial statements
as filed with the SEC. The liabilities which stem from the Company's sole
subsidiary will be removed from the Company with the divesture of the
subsidiary. The Company is not subject to any material undisclosed liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due.
3.05 Litigation. There is no litigation, proceeding, government
inquiry, or investigation pending or to the knowledge of the Company, threatened
against the Company affecting any of its properties or assets, or, to the
knowledge of the Company that might result, either in any case or in the
aggregate, in any material adverse change in the business, operations, affairs
or condition of the Company or any of its properties or assets, or that might
call into question the validity of this Agreement, or any action taken or to be
taken pursuant hereto.
3.06 Title to Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Company's financial
statements or on any Exhibits attached hereto.
3.07 Contracts and Undertakings. The Company (including any of its
subsidiaries) has no contracts, agreements, leases, licenses, arrangements,
commitments and other undertakings (collectively "Contracts") to which the
Company or any such subsidiary is a party or by which it or its property is
bound as of the Closing. The Company is not in material default, or alleged to
be in material default, under any Contract and, to the knowledge of the Company,
no other party to any Contract to which the Company is a party is in default
thereunder nor, to the knowledge of the Company, does there exist any condition
or event which, after notice or lapse of time or both, would constitute a
default by any party to any such Contract.
3.08 No Conflict. The execution and delivery of this Agreement and the
consummation of the transaction contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the contract or instrument to which the Company is a party or by which it or any
of its assets are bound.
3.09 Accuracy. No public filing, certificate or other document
furnished to Shareholder by or on behalf of the Company in connection with the
transactions contemplated hereby, contains any untrue statement of a material
fact or when taken as a whole
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omits to state material fact necessary in order to make the statements contained
herein or therein not misleading.
3.10 Divesture and No Liabilities. At the closing, US Medical Access,
Inc., (formerly Best Medical Treatment, Inc.), the Company's sole subsidiary,
will be divested in exchange for a cancellation of 625,000 Company shares. With
this divesture, the Company will have no liabilities from historical operations.
The new principals will not have to fund any liabilities of the subsidiary but
will be responsible to fund the Company's tax filing preparation and transfer
agent fees, as such become due and payable (for the 1997 fiscal year, forward).
3.11 Absence of Material Changes. Since the October 31, 1997 SEC Form
10K filing, except as described in this Agreement or as required or permitted
under this Agreement, there has not been:
3.11(a) any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.11(b) any undisclosed redemption, purchase or other
acquisition of any shares of the capital stock of Company, or any
issuance of any shares of capital stock or the granting, issuance or
exercise of any rights, warrants, options or commitments by the Company
relating to their authorized or issued capital stock.
IV. COVENANTS AND AGREEMENTS OF THE PARTIES EFFECTIVE PRIOR TO
CLOSING
4.01 Corporate Examinations and Investigations. prior to the Closing,
Shareholder shall be entitled, through its employees and representatives to make
such investigations and examinations of the books, records and financial
condition of the Company as Shareholder may request to verify the Company's
representations. Company shall furnish Shareholder and its representatives
during such period with all such information as Shareholder or its
representatives may reasonably request and cause the Company's officers,
employees, consultants, agents, accountants and attorneys to cooperate fully
with Shareholder or its representatives in connection with such review and
examination and to make full disclosure of all information and documents
requested by Shareholder and/or its representatives. Company shall have the
right to request additional information on Wonderwide. Company acknowledges that
US GAAP audits will not be available on Wonderwide until after the Closing.
Shareholder agrees to supply Company with copies of available financial and
business information as requested. Each party's investigations and examinations
shall be conducted at reasonable times and under reasonable circumstances, with
copies
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of requested documents to be provided to the other party upon
request.
4.02 Cooperation; Consents. Prior to the Closing Date, each party shall
cooperate with the other parties to the end that the parties shall (i) in a
timely manner make all necessary filings with, and conduct negotiations with,
all authorities and other persons the consent or approval of which, or a license
or permit from which is required for the consummation of the transactions
contemplated by this Agreement and (ii) provide to each other party such
information as the other party may reasonably request in order to enable it to
prepare such filings and to conduct such negotiations.
4.03 Conduct of Business. From the date hereof through the Closing, the
Company and Wonderwide shall (i) conduct its business in the ordinary course and
in such a manner so that the representations and warranties contained herein
shall continue to be true and correct as of the Closing as if made at and as of
the Closing. Without the prior written consent of Shareholder, except as
expressly set forth herein, the Company shall not undertake or fail to undertake
any action if such action or failure would render any of said warranties and
representations untrue as of the Closing.
4.04 Notice of Default. From the date hereof through the Closing, each
party hereto shall give to the other parties prompt written notice of the
occurrence or existence of any event, condition or circumstance occurring which
would constitute a violation or breach of this Agreement by such party or which
would render inaccurate in any material respect any of such party's
representations or warranties contained herein.
V. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company,
Shareholder and Wonderwide contained herein shall survive the closing for a
period of 2 years.
VI. CONDITIONS PRECEDENT TO CLOSING
6.01 Conditions Precedent to Obligations of Shareholder.
The obligations of Shareholder under this Agreement shall be
subject to each of the following conditions:
(a) Representations and Warranties of Company to be True. The
representations and warranties of Company herein contained shall be true in all
material respects at the Closing with the same effect as though made at such
time. The Company shall have performed in all material respects all obligations
and complied in all material respects, to its actual knowledge, with all
covenants and conditions required by this Agreement to be performed or complied
with by it at or prior to the Closing.
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(b) No Legal Proceedings. No injunction or restraining order
shall be in effect prohibiting this Agreement, and no action or proceeding shall
have been instituted and, at what would otherwise have been the Closing, remain
pending before the court to restrain or prohibit the transactions contemplated
by this Agreement.
(c) Statutory Requirements. All statutory requirements for the
valid consummation by the Company of the transactions contemplated by this
Agreement shall have been fulfilled. All authorizations, consents and approvals
of all governments and other persons required to be obtained in order to permit
consummation by the Company of the transactions contemplated by this Agreement
shall have been obtained.
(d) Director Resignation. Prior to the Closing, all
of the directors and officers of the Company shall have submitted
their resignations to Company to be held in escrow and to become
effective at the Closing.
(e) No Material Adverse Change. Following the execution of this
agreement, there shall not have occurred any material adverse change in the
financial condition, business, or operations of, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business or
operations of Company.
6.02 Conditions Precedent to Obligations of Company. The
obligation of the Company under this Agreement shall be subject to
the following conditions:
(a) Representations and Warranties of Shareholder and
Wonderwide to be True. The representations and warranties of Shareholder herein
contained shall be true in all material respects as of the Closing, and shall
have the same effect as though made at the Closing; Shareholder shall have
performed in all material respects all obligations and complied in all material
respects, with all covenants and conditions required by this Agreement to be
performed or complied with by them prior to the Closing.
(b) No Legal Proceedings. No injunction or restraining order
shall be in effect, and no action or proceeding shall have been instituted and,
at what would otherwise have been the Closing, remain pending before the court
to restrain or prohibit the transactions contemplated by this Agreement.
(c) Statutory Requirements. All statutory requirements for the
valid consummation by Shareholder of the transactions contemplated by this
Agreement shall have been fulfilled. All authorizations, consents and approvals
of all governments and other persons required to be obtained in order to permit
consummation by Shareholder of the transactions contemplated by this Agreement
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shall have been obtained, including, but not limited to, requirements imposed by
the government of Hong Kong.
(d) No Material Adverse Change. Following the execution of this
agreement, there shall not have occurred any material adverse change in the
financial condition, business, or operations of, nor shall any event have
occurred which, with the lapse of time or the giving of notice, may cause or
create any material adverse change in the financial condition, business, or
operations, of Wonderwide.
VII MISCELLANEOUS
7.01 Notices. All notices, requests and other communications thereunder
shall be in writing and shall be delivered by courier or other means of personal
service (including by means of a nationally recognized courier service or
professional messenger service), or mailed first class, postage prepaid, by
certified mail, return receipt requested, or by Federal Express or other
reputable overnight delivery service, in all cases, addressed to:
To Company:
Jehu Hand
Law Offices of Hand & Hand
The Pavilion
24901 Dana Point Harbor Drive
Suite 200
Dana Point, CA
Fax: 714-489-0034
To Shareholder:
Cheng Chao Ming (Jensen Cheng)
Rm. 1008-9, Shun Tak Centre
West Tower
168-200 Connaught Road
Central, Hong Kong
All notices, requests and other communications shall be deemed given on
the date of actual receipt or delivery as evidenced by written receipt,
acknowledgment or other evidence of actual receipt or delivery to the address.
In case of service by telecopy, a copy of such notice shall be personally
delivered or sent by registered or certified mail in the manner set forth above,
within three (3) business days thereafter. Either party hereto may from time to
time by notice in writing served as set forth above designate a different
address or a different or additional person to which all such notices or
communications thereafter are to be given.
7.02 Escrowed Shares. 15% of the Company shares being issued
to Shareholder will be held at Hand & Hand until Shareholder has
provided proper documentation that the ownership of City Hotel
(Xian) Co. Limited has been legally transferred to Wonderwide.
9
<PAGE>
These shares will be issued at the closing and will be counted as fully paid and
outstanding. In the event that the ownership of City Hotel (Xian) Co. Limited
has not legally transferred to Wonderwide within 4 months of the closing, the
escrowed shares will be cancelled.
7.03 Consultant Shares. In addition to the shares being issued to
Shareholder, the parties agree that the Company shall issue 140,000 shares,
under SEC Form S8 to the consultants that introduced the Shareholder and the
Company. This issuance shall take place at the closing.
7.04 Parties in Interest. Except as otherwise expressly provided herein,
all the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors, designees and
assigns of the parties hereto.
7.05 Entire Agreement; Amendments. This Agreement, including any
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
7.06 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
7.07 Termination. In the event that one party's due diligence determines
a material breach or inaccuracy in the other's representation(s) or other terms
of this agreement, the party may terminate its obligations under this agreement
by providing written notice of the breach. If the breach is not cured within 10
calendar days, the agreement is terminated, with no further obligations of the
parties. If this Agreement is closed before March 31, 1998, the Agreement shall
automatically terminate.
7.08 Governing Law. This Agreement shall be subject to
California law and jurisdiction, except insofar as the laws of the
jurisdictions of domicile of the parties shall control in any
conflict of laws dispute.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as of the date first above written.
10
<PAGE>
Best Medical Treatment Group, Inc.
By:
Name:
Title: President
Cheng Chao Ming
By:
Name:
Title: Chairman & President
11
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
DYNASTY HOTEL XIAN BALANCE SHEET
AS AT:
Described in: RMB
12/31/95 12/31/96 12/31/97
Assets
<S> <C> <C> <C>
Current Asset
Cash on Hand 370,369 492,565 328,534
Cash in Bank 379,327 1,060,070 426,773
A/R - City Ledger 3,082,635 3,115,270 2,807,264
Provision for Bad Debts (28,304) (63,458) (9,036)
Uncleared Deposit at Bank 81,640 35,628 69,579
Prepayments 127,576 585,043 243,318
A/R - Others 710,644 436,138 649,424
Inventories 2,837,335 8,047,797 15,740,441
House Fund 34,550 34,250 89,750
Total Current Assets 7,595,773 13,743,303 20,346,047
Fixed Assets
Fixed Assets at Cost 141,706,844 141,154,809 141,492,791
Profit on Revaluation of F.A. 0 0 54,638,234
Total Fixed Assets 141,706,844 141,154,809 196,131,025
Total Assets 149,302,617 154,898,112 216,477,072
Liabilities and Owner's Equity
Current Liabilities
Short Term Loan 11,852,295 11,880,368 13,543,251
Trade Accounts Payable 3,214,233 3,215,622 3,177,997
Accruals 8,830,561 11,683,685 12,539,598
Floating Deposit 113,500 228,100 173,783
Accounts Payable - Others 3,952,157 4,436,792 5,304,169
Provisions 463,098 938,573 808,232
Total Current Liabilities 28,425,844 32,383,140 35,547,030
Long Term Liabilities
Long Term Loan 73,490,670 63,487,678 51,186,721
Total Long Term Liabilities 73,490,670 63,487,678 51,186,721
Total Liabilities 101,916,514 95,870,818 86,733,751
Owner's Equity
Shareholder's Capital 58,266,000 58,266,000 58,266,000
Unappropriated Profit - B/F (17,264,000) (10,879,897) 761,294
Profit(loss) - Current Year 6,384,103 11,641,191 16,077,793
Capital Reserve 0 0 54,638,234
Total Share Capital and Reserve 47,386,703 59,027,294 129,743,321
Total Liabilities and Owner's Equity 149,302,617 154,898,112 216,477,072
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
DYNASTY HOTEL XIAN PROFIT & LOSS STATEMENT
Described in: RMB
1995 1996 1997
------------------ ----------------- ----------
Operating Income
<S> <C> <C> <C>
Rooms 11,336,215 13,779,052 17,300,133
Food & Beverage 11,815,138 13,870,443 16,570,167
Telephone 895,692 1,083,154 1,125,586
Laundry 112,550 175,481 168,196
Business Center 347,968 344,752 335,575
Others 1,005,415 989,953 955,183
Total Operating Income 25,512,978 30,242,835 36,454,840
Sales Tax
Rooms 568,670 688,953 865,007
Food & Beverage 653,169 693,522 828,508
Others 91,343 66,056 54,298
Total Sales Tax 1,313,182 1,448,531 1,747,813
Operating Cost
Food & Beverage 3,860,607 4,633,680 5,311,139
Others 1,027,432 219,409 63,176
Total Operating Cost 4,888,039 4,853,089 5,374,315
Salary & Wages
Rooms 716,324 809,322 939,837
Food & Beverage 1,653,130 1,841,447 2,059,040
Telephone 44,088 50,801 40,850
Laundry 32,604 78,088 90,499
Business Center -- 5,884 21,995
Others 229,694 3,445 --
Total Salary & Wages 2,675,840 2,788,987 3,152,221
Operating Expenses
Rooms 1,406,451 1,601,150 1,807,281
Food & Beverage 733,000 879,361 1,059,833
Laundry 1,656 11,301 29,000
Business Center 441 18,000 23,615
Others 93,347 101,855 118,026
Total Operating Expenses 2,234,895 2,611,667 3,037,755
Departmental Profit
Rooms 8,644,770 10,679,627 13,688,008
Food & Beverage 4,915,232 5,822,433 7,311,647
Telephone 826,047 1,032,353 1,084,736
Laundry 72,667 86,072 48,697
Business Center 335,612 320,868 289,965
Others (393,306) 599,188 837,709
Total Operating Profit 14,401,022 18,540,541 23,260,762
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
DYNASTY HOTEL XIAN PROFIT & LOSS STATEMENT
Described in: RMB
1995 1996 1997
------------------ ----------------- ----------
Other Expenses
<S> <C> <C> <C>
Salary & Wages
Administration & General 3,205,046 3,598,461 4,107,736
Sales & Marketing 665,921 757,763 970,948
Repair & Marketing 553,116 674,705 881,061
Total Salary & Wages 4,424,083 5,030,929 5,959,745
Expenses
Administration & General 2,756,166 3,158,628 4,193,917
Sales & Marketing 421,667 584,660 787,580
Repair & Maintenance 407,807 677,532 976,122
Energy Cost 2,407,196 2,727,601 3,065,605
Total Expenses 5,992,836 7,148,421 9,023,224
Total Other Expenses 10,416,919 12,179,350 14,982,969
Operating Profit for the Year 3,984,103 6,361,191 8,277,793
Extraordinary Income 2,400,000 5,280,000 7,800,000
Net Profit for the Year 6,384,103 11,641,191 16,077,793
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
City Hotel Xian BALANCE SHEET
AS AT:
Described in: RMB
12/31/95 12/31/96 12/31/97
Assets
<S> <C> <C> <C>
Current Asset
Cash on Hand 19,261 13,961 10,194
Cash in Bank 171,864 253,134 289,596
A/R - City Ledger 3,062,004 3,412,161 3,648,589
Provision for Bad Debts (25,266) (25,158) (25,158)
Prepayments 366,816 367,588 505,213
A/R - Others 1,898,261 4,668,169 9,073,809
Inventories 888,852 989,764 1,102,821
Total Current Assets 6,381,792 9,681,619 14,605,064
Fixed Assets
Fixed Assets at Cost 74,655,128 77,263,678 80,948,737
Profit on Revaluation of F.A. 0 0 43,420,209
Total Fixed Assets 74,655,128 77,263,678 124,368,946
Total Assets 83,036,920 86,945,297 138,974,010
Liabilities and Owner's Equity
Current Liabilities
Short Term Loan 7,703,857 7,671,819 7,687,506
Trade Accounts Payable 1,966,119 2,425,853 3,005,015
Accruals 160,975 165,087 212,001
Provisions 140,759 168,799 129,652
Total Current Liabilities 9,971,710 10,431,888 11,034,174
Owner's Equity
Shareholder's Capital 66,400,000 66,400,000 66,400,000
Unappropriated Profit - B.F. 1,428,800 4,665,210 10,113,730
Profit - Current Year 3,236,410 5,448,529 8,005,888
Capital Reserve 0 0 43,420,209
Total Share Capital and Reserve 71,065,210 76,513,739 127,939,836
Total Liabilities and Owner's Equity 81,036,920 86,945,297 138,974,010
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Exhibit A
CITY HOTEL XIAN PROFIT & LOSS STATEMENT
Described in: RMB
1995 1996 1997
------------------ ----------------- ----------
Operating Income
<S> <C> <C> <C>
Rooms 8,578,171 10,790,971 12,488,713
Food & Beverage 4,129,946 5,049,259 6,564,037
Others 676,230 455,390 1,110,255
Total Operating Expense 13,384,347 16,295,630 20,163,005
Sales Tax
Rooms 467,812 578,420 624,482
Food & Beverage 205,369 252,600 328,074
Others 19,570 9,512 57,167
Total Sales Tax 692,751 840,532 1,009,723
Operating Cost
Food & Beverage 1,697,799 2,001,099 2,525,614
Others 66,984 8,129 323,789
Total Operating Cost 1,764,783 2,809,228 2,849,403
Salary & Wages
Rooms 571,613 609,617 809,824
Food & Beverage 778,771 855,361 909,361
Others 74,842 6,813 100,048
Total Salary & Wages 1,425,226 1,471,791 1,819,233
Operating Expenses
Rooms 1,479,879 1,682,408 1,796,170
Food & Beverage 613,424 766,520 900,211
Others 32,480 3,602 131,269
Total Operating Expenses 2,125,783 2,452,530 2,827,650
Departmental Profit
Rooms 6,058,867 7,920,526 9,258,237
Food & Beverage 834,583 1,173,679 1,900,777
Others 482,354 427,334 497,982
Total Operating Profit 7,375,804 9,521,639 11,656,996
Others Expenses
Salary & Wages
Administration & General 1,978,455 2,253,473 2,560,325
Sales & Marketing 335,960 435,227 483,157
Repair & Marketing 346,265 439,737 472,922
Total Salary & Wages 2,660,680 3,128,437 3,516,404
Expenses
Administration & General 1,220,816 1,419,927 1,534,423
Sales & Marketing 225,420 234,991 319,250
Repair & Maintenance 276,183 300,267 409,309
Energy Cost 1,436,295 1,629,388 1,831,722
Total Expenses 3,158,714 3,584,573 4,094,704
Total Other Expenses 5,819,394 6,713,010 7,611,108
Operating Profit for the Year 1,556,410 2,808,529 4,045,888
Extraordinary Income 1,680,000 2,640,000 3,960,000
Net Profit for the Year 3,236,410 5,448,529 8,005,588
</TABLE>
16
<PAGE>
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
Incorporated the 3rd day of April, 1985.
HONG KONG
<PAGE>
Registration No. 149352
COMPANIES ORDINANCE (Chapter 32)
SPECIAL RESOLUTION
OF
CHANGE OF STATUTORY QUORUM FOR DIRECTORS
Passed on the 10th June, 1997
To: The Registrar of Companies
Presented By: KING YUEN INVESTMENT & DEVELOPMENT LIMITED
The following resolution was passed as a Special Resolution by a written
resolution of all the members of the company dated 10 June, 1997.
"That Article No. 8 of the Articles of Association of the Company
be replaced by the following article:-
"Unless otherwise determined by the Directors, the quorum of a Directors'
Meeting shall be two Directors personally present or represented by their
substitutes appointed under Article 11 hereof."
"That Article No. 22 of the Articles of Association of the Company
be replaced by the following article:-
"For all purposes, the quorum for all general meetings shall be two members
personally present or by proxy and no business shall be transacted at any
general meeting unless the requisite quorum be present at the commencement of
the business."
Signed by
Cheng Chao Ming Ching Kwok Leung
Director Director
Dated this 10 June, 1997
Hong Kong
Registration No. 149352
<PAGE>
COMPANIES ORDINANCE (Chapter 32)
SPECIAL RESOLUTION
OF
CHANGE OF STATUTORY QUORUM FOR DIRECTORS
Passed on the 10th June, 1997
To: The Registrar of Companies
Presented By: KING YUEN INVESTMENT & DEVELOPMENT LIMITED
The following resolution was passed as a Special Resolution by a written
resolution of all the members of the company dated 10 June, 1997.
"That Article No. 5 of the Articles of Association of the Company
be replaced by the following article:-
"Unless otherwise determined by the Company in General meeting, the
number of Directors shall not be less than two."
Signed by
Cheng Chao Ming Ching Kwok Leung
Director Director
Dated this 10 June, 1997
Hong Kong
<PAGE>
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
Incorporated the 3rd day of April, 1985.
HONG KONG
<PAGE>
No. 149352
(COPY)
CERTIFICATE OF INCORPORATION
I hereby certify that
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
is this day incorporated in Hong Kong under the Companies Ordinance, and that
this company is limited.
GIVEN under my hand this Third day of April One Thousand Nine Hundred
and Eighty-five.
(Sd.) J. Almeida
.........................
for Registrar of Companies,
Hong Kong.
<PAGE>
THE COMPANIES ORDINANCE (CHAPTER 32)
Private Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
First:- The name of the Company is "KING YUEN INVESTMENT & DEVELOPMENT
LIMITED".
Second:- The Registered Office of the Company will be
situated in Hong Kong.
Third:- The objects for which the Company is established
are:-
(1) To carry on business of investment, development, promotion,
formation, planning, construction, management, supervision,
control, operation and finance of any hotel or hotel supplies
and other company business scheme or operation whatsoever.
(2) To carry on business as proprietors and/or managers of
hotels, motels, inns, lodging-houses, apartment houses,
restaurants, refreshment and tea rooms, cafes and milk
and snack bars, night-clubs and clubs of all kinds,
tavern, beer-house, and lodging-house keepers, licensed
victuallers, wine, beer, and spirit merchants, brewers,
malsters, distillers, importers and manufacturers of
aerated, mineral and artificial waters and other drinks,
and as caterers and contractors in all their respective
branches and as managers and/or proprietors of theatres,
cinemas, dance-halls, concert halls, stadiums, billiard
rooms, bowling centres and all places of entertainment
and radio and television stations and studios.
(3) To acquire and hold shares, stocks, debentures, debenture
stock, bonds, obligations, and securities issued or
guaranteed by any company incorporated or carrying on
business in Hong Kong or in any foreign country, and
debentures, debenture stocks, bonds, obligations and
securities, issued or guaranteed by any government,
sovereign ruler, commissioner public body or authority,
supreme, municipal, local or otherwise.
(4) To carry on the business of importers, exporters,
<PAGE>
commission agents, indent agents, general agents, wholesalers
and retailers of all kinds of articles and goods and to carry
on the business of manufacturers and general merchants.
(5) To purchase for investment or resale, and to traffic in
land and house and other property of any tenure and any
interest therein, and to make advances upon the security
of land or house or other property, or any interest
therein, and generally to deal in, traffic by way of
sale, lease, exchange, or otherwise with land and house
property whether real or personal.
(6) To acquire, provide and maintain plants, facilities apparatus,
devices, processes, laboratories, work-shops and
accommodations of all description for or in relation to any of
the objects of the Company.
(7) To act as general managers or general agents or otherwise of
any companies, firms or other undertakings whether such
companies, firms or other undertakings carry on business
similar to that carried on by the Company or not.
(8) To manufacture and produce and, either as principals or
agents, trade and deal in any articles belonging to any such
business, and all apparatus, appliances and things used in
connection therewith, or with any invention, patents, or
privileges for the time being belonging to the company.
(9) To acquire by purchase lease, exchange, or otherwise,
land, buildings, and hereditament of any tenure or
description, and any estate or interest therein, and to
turn the same to account as may seem expedient, and in
particular by preparing building sites, and by
constructing, reconstructing, altering, improving,
decorating, furnishing, and maintaining offices, flats
houses, factories, warehouses, shops, wharves, buildings,
works and conveniences of all kinds, and by consolidating
or connecting, or sub-dividing properties, and by leasing
and disposing of the same.
(10) To demolish, construct or procure the construction of
buildings of all kinds, upon any lands belonging to or in
which the Company is interested, either as owners, lessees,
contractors or otherwise.
(11) To apply for, purchase, or otherwise acquire any patents,
brevets d'invention, licences, concessions, and the like,
conferring an exclusive or limited right to use or any secret
or other information as to any invention which may seem
capable of being used for the purposes of the
<PAGE>
Company, or the acquisition of which may seem calculated,
directly or indirectly to benefit the Company, and to use,
exercise, develop, grant licences in respect of, or otherwise
turn to account the property, rights and information so
acquired.
(12) To enter into any arrangements with any governments or
authorities, supreme, municipal, local, or otherwise,
that may seem conducive to the Company's objects or any
of them, and to obtain from any such government or
authority, any rights, privileges, and concessions which
the Company may think it desirable to obtain, and to
carry out, exercise and comply with any such
arrangements, rights, privileges and concessions.
(13) To let on lease or on hire the whole or any part of the real
and personal property of the Company on such terms as the
company shall determine.
(14) To sell, dispose of or transfer the business, property and
undertakings of the company, or any part thereof, for any
consideration which the company may see fit to accept.
(15) To act as representatives of manufacturers or producers of
goods and merchandise of all descriptions and to import,
export, buy, sell, barter, exchange, pledge, make advances
upon or otherwise deal in the goods, produce, articles and
merchandise of such manufacturers.
(16) To acquire any such shares, stock, debentures, debenture
stocks, bonds, obligations or securities by original
subscription, tender, purchase, exchange, or otherwise,
and to subscribe for the same, either conditionally or
otherwise, and to guarantee the subscription thereof, and
to exercise and enforce all rights and powers conferred
by or incident to the ownership thereof.
(17) To receive money on deposit with or without allowance of
interest thereon.
(18) To pay for any business or undertaking, or any property,
rights, shares, stock, bonds, debentures or other
securities acquired by the Company, either in cash or
shares, with or without preferenced or deferred rights in
respect of dividend or repayment of capital or otherwise,
or by any securities which the Company has power to
issue, or partly in one mode and partly in another and
generally on such terms as the Company shall determine.
(19) To sell the business or undertaking of the Company or any
part thereof, including any shares, stock, bonds,
debentures, mortgages, or other obligations or
<PAGE>
securities, or any or either of them, patents, trade marks,
trade names, copyrights, licenses or authorities or any
estate, rights, property, privileges or assets of any kind.
(20) To lend money to such persons or companies and on such terms
as may seem expedient, and in particular to customers and
others having dealings with the Company, and to guarantee the
performance of contracts by any such persons or companies.
(21) To borrow or raise or secure the payment of money in such
manner as the Company shall think fit, and in particular
by the issue of debentures, or debenture stock, perpetual
or otherwise, charged upon all or any of the Company's
property (both present and future), including its
uncalled capital, and to purchase, redeem, or pay off any
such securities.
(22) To invest the moneys of the Company not immediately required
upon such investments (other than shares in the Company) or
property and in such manner as may from time to time be
determined.
(23) To enter into arrangements for partnership, sharing
profits, reciprocal concessions, co-operation or
otherwise with any company, corporation, or person having
objects altogether or in part similar to those of this
Company or carrying on or about to carry on any business
capable of being conducted so as directly or indirectly
to benefit this Company.
(24) To enter into any arrangements for profit-sharing with
any of the Directors or employees of the Company or of
any company in which the Company may for the time being
hold a share or shares (subject to the consent and
approval of such company). To grant sums by way of bonus
or allowance to any directors or employees allowance to
any directors or employees or their dependents or
connections, and to establish or support, or aid in the
establishment and support, of associations, institutions
schools or conveniences calculated to benefit Directors
or employees of the Company or its predecessors in
business or any companies in which the Company owns a
share or shares or the dependents or connections of such
persons, to grant pension and to make payments towards
insurance.
(25) To draw, make, accept, endorse, discount, execute and
issue bills of exchange, promissory notes, debentures and
<PAGE>
other negotiable or transferable instruments.
(26) To distribute any of the property of the Company amongst
the Members in specie or otherwise.
(27) To do all or any of the above things in any part of the world,
and as principals, agents, contractors, trustees or otherwise,
and by or through trustees, agents, or otherwise, and either
alone or in conjunction with others.
(28) To do all such things as are incidental or conducive to
the above objects or any of them.
It is hereby expressly declared that each of the preceding sub-clauses
shall be construed independently of and shall be in no way limited by reference
to any other sub-clause and that the objects set out in each sub-clause are
independent objects of the Company.
And it is hereby declared that the word "Company" in this clause,
except where used in reference to this Company, shall be deemed to include any
partnership or other body of persons, whether incorporated or not incorporated,
and wheresoever domiciled, and the intention is that the object specified in
each paragraph of this clause shall, except where otherwise expressed in such
paragraph, be in nowise limited or restricted by reference to or inference from
the terms of any other paragraph or the name of the Company.
Fourth:- The liability of the Members is limited.
Fifth:- The Share Capital of the Company is HK$1,000,000.00 divided
into 1,000 shares of HK$1,000.00 each, with power to divided the shares in the
capital for the time being into several classes and to attach thereto
respectively such preferential deferred or special rights, privileges,
conditions or restrictions as may be determined by or in accordance with the
regulations of the Company and with power to increase or reduce the capital of
the Company and issue all or any part of such original or increased or reduced
capital with such preferential, deferred or special rights, privileges,
conditions or restrictions as are attached thereto.
<PAGE>
We, the several persons, whose names, addresses and descriptions are
hereto subscribed, are desirous of being formed into a Company in pursuance of
this Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite to our respective names:-
===============================================================================
Number of Shares
Names, Addresses and Descriptions of Subscribers
taken by each
Subscriber
- ----------------------------------------------------------------------------
(Sd.) MR. SHEN SHANQI ONE
MR. SHEN SHANQI
Rm. 1507, Rear,
115-119 Queen's Road West,
Hong Kong,
Executive
(Sd.) MR. CHENG CHAO-MING
MR. CHENG CHAO-MING ONE
Flat E, 28/F.,
Lotus Mansion,
Tai Koo Shing,
Hong Kong,
Executive
==============================================================================
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
<PAGE>
==============================================================================
Number of Shares
Names, Addresses and Descriptions of Subscribers
taken by each
Subscriber
- -----------------------------------------------------------------------------
(Sd.) MR. SHEN DAMIAO
MR. SHEN DAMIAO
ONE
Rm. 1508, Rear,
115-119 Queen's Road West,
Hong Kong,
Executive
(Sd.) MR. LEUNG MAN-TO
MR. LEUNG MAN-TO
ONE
23 Nam Wai,
Sai Kung,
N.T.
Executive
- ------------------------------------------------------------------------------
Total Number of
FOUR
Shares Taken . . . .
============================================================================
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
<PAGE>
THE COMPANIES ORDINANCE, (CHAPTER 32)
Private Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
KING YUEN INVESTMENT & DEVELOPMENT
LIMITED
PRELIMINARY
1. Subject as hereinafter provided, the regulations contained in Table
"A" in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to
this Company, and be deemed to be incorporated with these Presents.
2. The following clauses of Table "A" namely, 24, 41 to 44 inclusive,
55, 60, 64, 77, 79, 81, 82, 90 to 99 inclusive, 101, and 114 to 123 inclusive,
and 128, shall not apply or are modified as hereinafter appearing.
3. The Company is a Private Company and accordingly:-
(a) the right to transfer shares is restricted in
manner hereinafter prescribed;
(b) the number of members of the company (exclusive of
persons who are in the employment of the company
and of persons who having been formerly in the
employment of the company were while in such
employment and have continued after the
determination of such employment to be members of
the company) is limited to 50. Provided that where
2 or more persons hold one or more shares in the
company jointly they shall for the purpose of this
regulation be treated as a single member;
(c) any invitation to the public to subscribe for any
shares or debentures of the company is prohibited;
(d) the company shall not have power to issue share
warrants to bearer.
<PAGE>
TRANSFER OF SHARES
4. Clause 24 of Table "A" is hereby modified as follows:-
The directors may, in their absolute discretion and without assigning
any reason therefore, decline to register any transfer of any share, whether or
not it is a fully paid share.
DIRECTORS
5. Unless otherwise determined by the Company in General
Meeting, the number of directors shall not be less than three.
6. All Directors shall hold office for a term of one year, and at the
expiration of the term of office shall retire from office but shall be eligible
for re-election.
7. It shall not be required for a Director to hold any
qualification shares. Residence in Hong Kong shall not be a
requisite qualification.
8. Unless otherwise determined by the Directors, the quorum of a
Directors' Meeting shall be three Directors personally present or represented by
their substitutes appointed under Article 11 hereof.
9. A resolution in writing signed by all the directors shall
be as valid and effectual as if it had been passed at a meeting of
directors duly called and constituted.
10. The office of a director shall be vacated if the
Director:-
(a) Resigns his office by notice in writing to the
Company; or
(b) Becomes bankrupt or makes any arrangement with his
creditors generally; or
(c) Becomes of unsound mind.
11. Subject to the approval of the Board, a Director may appoint any
person to act for him as a substitute Director during his absence, and such
appointment shall have effect and such appointee whilst he holds office as a
substitute Director shall be entitled to notice of meetings of Directors, and to
attend and vote thereat accordingly; but he shall not require any qualification,
and he shall ipso facto vacate office if and when the appointor returns to Hong
Kong or vacates office as a Director, or removes the appointee from office, and
any appointment and removal under this Clause shall be effected by notice in
writing under the hand
<PAGE>
of the Director making the same.
12. Any casual vacancy occurring in the Board of Directors may be
filled up by the Directors, but the person so chosen shall be subject to
retirement at the same time as if he had become a Director on the day on which
the Director in whose place he is appointed was last elected a Director.
13. The Directors shall have power at any time, and from time to time,
to appoint a person a an additional Director who shall retire from office at the
next following Ordinary General meeting, but shall be eligible for election by
the Company at that meeting as an additional Director.
14. The Company may by a special resolution remove any director and may
by an ordinary resolution appoint another person in his stead. The person so
appointed shall be subject to retirement at the same time as if he had become
Director on the day which the Director in whose place he is appointed was last
elected a Director.
15. Any Director may be employed by or hold any office or profit under
the Company, except that of Auditors of the Company, and may acto either
personally or as a member of a firm or render any professional service to the
Company, and may receive renumeration from the Company for so doing in addition
to any remuneration payable to him as a Director.
GENERAL MANAGEMENT
16. The Board of Directors shall be entrusted with the general
management and carrying on of the business of the Company, and shall have full
power to do all such acts and things and enter into such contracts and
engagements on behalf of the Company as he may consider necessary or desirable
and may also appoint and remove or suspend any officers, clerks, accountants,
agents servants and other employees.
POWERS OF DIRECTORS
17. The Directors, in addition to the powers and authorities by these
Articles or otherwise expressly conferred upon them, may exercise all such
powers and do all such acts and things as may be exercised or done by the
Company in General Meeting subject nevertheless to the provisions of the
companies Ordinance, (Chapter 32), to these Articles, and to any regulations
from time to time made by the Company in General Meeting, provided that no
regulation so made shall invalidate any prior act of the Directors which would
have been valid if each regulation had not been made.
<PAGE>
18. Without prejudice to the general powers conferred by the last
preceding Article and the other powers conferred by these Articles, if it is
hereby expressly declared that the Directors shall have the following powers,
that is to say, power:
a) To pay the costs, charges and expenses preliminary
and incidental to the promotion, formation,
establishment and registration of the Company.
b) To purchase or otherwise acquire for the Company or
sell or otherwise dispose of any property, rights or
privileges which the Company is authorized to acquire
at such price and generally on such terms and
conditions as they shall think fit.
c) To engage, dismiss, and fix the salaries or
emoluments of the employees of the Company.
d) To institute, conduct, defend, compromise or
abandon any legal proceedings by or against the
Company or its officers. or otherwise concerning
the affairs of the Company and also to compound
and allow time for payment or satisfaction of any
debts due to, and of any claims or demands by or
against the Company.
e) To refer any claims or demands by or against the
Company to arbitration and observe and perform the
awards.
f) To make and give receipts, releases and other
discharges for money payable to the Company and
for claims and demands of the Company.
g) To invest, lend or otherwise deal with any of the
moneys or property of the Company in such manner as
they think fit, having regard to the Company's
Memorandum of Association and from time to time to
vary or realise any such investment.
h) To borrow money, arrange for banking facilities on
behalf of the Company, and to pledge, mortgage or
hypothecate any of the property of the Company.
I) To open a current account with themselves for the Company and
to advance any money to the Company with or without interest
and upon such terms and conditions as they shall think fit.
j) To enter into all such negotiations and contracts and
<PAGE>
rescind and vary all such contracts, and execute and do all
such acts, deeds and things in the name and on behalf of the
Company as they may consider expedient for, or in relation to,
any of the matters aforesaid, or otherwise for the purpose of
the Company.
k) To give to any Director, officer or other person
employed by the Company a commission on the profits of
any particular business or transaction, and such
commission shall be treated as part of the working
expenses of the Company, and to pay commissions and
make allowances (either by way of a share in the
general profits of the Company or otherwise) to any
persons introducing business to the Company or
otherwise promoting or serving the interest thereof.
l) To sell, improve, manage, exchange, lease, let,
mortgage, or turn to account all or any part of the
land, property, rights and privileges of the Company.
m) To employ, invest or otherwise deal with any Reserve Fund or
Reserve Funds in such manner and for such purposes as the
Directors may think fit.
n) To execute, in the name and on behalf of the Company,
in favor of any Director or other person who may incur
or be about to incur any personal liability for the
benefit of the Company, such mortgages of the Company's
property (present or future) as they think fit, and any
mortgages may contain a power of sale and such other
powers, covenants and provisions as shall be agreed
upon.
o) From time to time to provide for the management of the affairs
of the Company abroad in such manner as they think fit, and in
particular to appoint any persons to be the Attorneys or
agents of the Company with such powers (including power to
subdelegate) and upon such terms as they think fit.
p) From time to time to make, vary or repeal rules and by-
laws for the regulation of the business of the Company,
its officers and servants.
q) To delegate any or all of the powers herein to any
Director or other person or persons as the Directors
may at any time think fit.
SEAL AND CHEQUES
19. The Seal of the Company shall be kept by the Directors
<PAGE>
and shall not be used except with their authority.
20. Unless otherwise determined by the Directors, every document
required to be sealed with the Seal of the company shall be deemed to be
properly executed if sealed with he Seal of the Company and signed by such
person or persons as the Board of Directors shall from time to time appoint.
21. All cheques, bills of exchange, promissory notes and other
negotiable instruments issued or required to be signed, endorsed or accepted or
otherwise negotiated by the Company shall be signed by such person or persons as
the Board of Directors shall from time to time appoint.
GENERAL MEETINGS
22. For all purposes, the quorum for all general meetings shall be
three members personally present or by proxy and no business shall be transacted
at any general meeting unless the requisite quorum be present at the
commencement of the business.
VOTES OF MEMBERS
23. Unless a poll is demanded, all voting of members in respect of any
matter or matters shall be by show of hands, and in the case of a poll, every
member shall have one vote for each share of which he is the holder.
DIVISION OF PROFITS
24. The net profits of the Company in each year shall be applied in or
towards the formation of such reserve fund or funds and in or towards the
payment of such dividends and bonuses as the Directors subject to the approval
of the Company in General Meeting may decide.
25. No dividend shall be payable except out of the profits
of the Company, and no dividend shall carry interest as against
the Company.
26. A transfer of shares shall not pass the right to any
dividend declared thereon before the registration of the
transfer.
27. If two or more persons are registered as joint holders of any
share, any one of such persons may give effectual receipts for any dividends or
for other moneys payable in respect of such share.
<PAGE>
28. The Directors may retain any interest or dividends on which the
Company has a lien, and may apply the same in or towards satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.
29. All dividends unclaimed for one year after having been
declared may be invested or otherwise made use of by the
Directors for the Company until claimed.
NOTICES
30. All notices required to be given to the shareholders
under these Articles must be in the Chinese or English language
or both.
SECRETARY
31. Madam Kam Pik Ling shall be the first secretary of the
Company who shall hold the office until the first meeting of
Directors.
<PAGE>
Names, Addresses and Description of Subscribers
(Sd.) MR. SHEN SHANQI
MR. SHEN SHANQI
Rm. 1507, Rear,
115-119 Queen's Road West,
Hong Kong.
Executive
(Sd.) MR. CHENG CHAO-MING
MR. CHENG CHAO-MING
Flat E, 28/F.,
Lotus Mansion,
Tai Koo Shing,
Hong Kong.
Executive
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
<PAGE>
Names, Addresses and Description of Subscribers
(Sd.) MR. SHEN DAMIAO
MR. SHEN DAMIAO
Rm. 1508, Rear,
115-119 Queen's Road West,
Hong Kong.
Executive
(Sd.) MR. LEUNG MAN-TO
MR. LEUNG MAN-TO
23 Nam Wai,
N.T.
Executive
Dated the 28th day of March, 1985.
WITNESS to the above signatures:
(Sd.) KAM PIK LING
KAM PIK LING
Secretary
Hong Kong
<PAGE>
<PAGE>
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
CERTIFICATE OF INCORPORATION (SECTIONS 14 AND 15)
No. 228941
The Registrar of Companies of the British Virgin Islands HEREBY
CERTIFIES pursuant to the International Business Companies Act,
Cap. 291 that all the requirements of the Act in respect of
incorporation having been satisfied,
WONDERWIDE CONSULTANTS LIMITED
is incorporated in the British Virgin Islands as an International
business Company this 29th day of April. 1997.
Given under my hand and seal at Road Town, in the Territory of the
British Virgin Islands
REGISTRAR OF COMPANIES
<PAGE>
I.B.C. No.
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
WONDERWIDE
CONSULTANTS LIMITED
Incorporated the 29th day of April, 1997
INCORPORATED IN THE BRITISH VIRGIN ISLANDS
<PAGE>
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
MEMORANDUM OF ASSOCIATION
OF
WONDERWIDE CONSULTANTS LIMITED
NAME
1. The Name of the Company is WONDERWIDE CONSULTANTS LIMITED.
REGISTERED OFFICE
2. The registered office of the Company will be located at the
offices of Offshore Incorporations Limited P.O. Box 957,
Offshore Incorporations Centre, Road town, Tortola, British
Virgin Islands.
REGISTERED AGENT
3. The registered agent of the Company will be Offshore
Incorporations Limited of P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin
Islands.
GENERAL OBJECTS AND POWERS
4. The Objects for which the Company will be Offshore
Incorporations Limited of P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin
Islands.
<PAGE>
(1) To purchase or otherwise acquire and undertake the whole or
any part of the business, goodwill, assets and liabilities of
any person, firm or company; to acquire an interest in,
amalgamate with or enter into partnership, joint venture or
profit-sharing arrangement with any person, firm or company;
to promote, sponsor, establish, constitute, form, participate
in, organize, manage, supervise and control any corporation,
company, syndicate, fund, trust, business or institution.
(2) To import, export, buy, sell(wholesale and retail), exchange,
barter, let on hire, distribute and otherwise deal in and turn
to account goods, materials, commodities, produce and
merchandise generally in their prepared, manufactured, semi
manufactured and raw state.
(3) To purchase or otherwise acquire and hold, in any manner and
upon any terms, and to underwrite, invest and deal in shares,
stocks, debentures, debenture stock, annuities and foreign
exchange, foreign currency deposits and commodities and enter
into any interest rate exchange contracts, forward contracts,
futures contracts, options and other derivates or financial
instruments or products, whether or not entered into or
acquired for the purpose of hedging against or minimizing any
loss concerning the assets and business of the Company, and
from time to time to vary any of the same, and to exercise and
enforce all rights and powers incidental to the Company's
interest therein, and to carry on business as an investment
trust, and to invest or deal with the monkeys of the Company
immediately required for its operations in such manner as the
Company may think fit.
(4) To enter into, carry on and participate in financial
transactions and operations of all kinds.
(5) To manufacture, construct, assemble, design, repair, refine,
develop, alter, convert, refit, prepare, treat, render
marketable, process and otherwise produce materials, fuels,
chemicals, substances and industrial, commercial and consumer
products of all kinds.
<PAGE>
(6) To apply for, register, purchase or otherwise acquire and
protect, prolong, and renew, in any part of the world, any
intellectual and industrial property and technology of
whatsoever kind or nature and licenses, protections and
concessions therefor, and to use, turn to account, develop,
manufacture, experiment upon, test, improve and license the
same.
(7) To purchase or otherwise acquire and to hold, own, license,
maintain, work, exploit, farm, cultivate, use, develop,
improve, sell, let, surrender, exchange, hire, convey or
otherwise deal in lands, mines, natural resources, and
mineral, timber and water rights, wheresoever situate, and any
interest, estate and rights in any real, personal or mixed
property and any franchises, rights, licenses or privileges,
and to collect, manage, invest, reinvest, adjust, and in any
manner to dispose of the income, profits, and interest arising
therefrom.
(8) To improve, manage, develop, sell, let, exchange, invest,
reinvest, settle, grant licenses, easements, options,
servitudes and other rights over, or otherwise deal with all
or any part of the Company's property, undertaking and assets
(present and future) including uncalled capital, and any of
the Company's rights, interest and privileges.
(9) To acquire, sell, own, lease, let out on hire, administer,
manage, control, operate, construct, repair, alter, equip,
furnish, fit out, decorate, improve and otherwise undertake
and deal in engineering and construction works, buildings,
projects, offices and structures of all kinds.
(10) To carry on business as consulting engineers in all fields
including without limitation civil, mechanical, chemical,
structural, marine, mining, industrial,
aeronautical,electronic and electrical engineering, and to
provide architectural, design and other consultancy services
of all kinds.
(11) To purchase or otherwise acquire, take in exchange, charter,
hire, build, construct, own, work, manage, operate and
otherwise deal with any ship, boat, barge or other waterborne
vessel, hovercraft, balloon, aircraft, helicopter or other
flying machine, coach, wagon, carriage (however powered) or
other vehicle, or any share or interest therein.
<PAGE>
(12) To establish, maintain, and operate sea, air, inland waterway
and land transport enterprises (public and private) and all
ancillary services.
(13) To carry on the business of advisers, consultants,
researchers, analysts and brokers of whatsoever kind or nature
in all branches of trade, commerce, industry and finance.
(14) To provide or procure the provision of every and any
service or facility required by any person, firm or
company.
(15) To provide agency, corporate, office and business services to
any person, firm or company, and to act as nominee or
custodian of any kind and to act as directors, accountants,
secretaries and registrars of companies incorporated by law or
societies or organizations whether incorporated or not to act
as trustee under deeds of trust and settlement and as executor
of wills and to receive assets into custody on behalf of
clients and to manage, administer and invest such assets in
accordance with any deed of trust or settlement, will or other
instruments pursuant to which such assets are held.
(16) To carry on all or any of the businesses of shippers and ship
owners, ship and boat-builders, charters, shipping and
forwarding agents, ship managers, wharfingers, lightmen,
stevedores, packers, storers, fishermen and trawlers.
(17) To carry on all or any of the businesses of hoteliers and
restaurateurs and sponsors, managers and licensees of all
kinds of sporting, competitive,social and leisure activities
and of clubs, associations and social gatherings of all kinds
and purposes.
(18) To carry on business as auctioneers, appraisers, valuers,
surveyors, land and estate agents.
(19) To carry on business as farmers, graziers, dealers in and
breeders of livestock, horticulturists and market
gardeners.
<PAGE>
(23) To design, invent, develop, modify, adapt, alter, improve and
apply any object, article, device, appliance, utensil or
product for any use or purpose whatsoever.
(24) To develop, acquire, store, license, apply, assign, exploit
all and any forms of computer and other electronic software,
programs and applications and information, databases and
reference material and computer, digital and other electronic
recording, retrieval, processing and storage media of
whatsoever kind and nature.
(25) To engage in the provision of processing of communications and
telecommunications services, information retrieval and
delivery and electronic message and database services.
(28) To lend and advance money and grant and provide credit and
financial or other accommodation to any person, firm or
company.
(29) To borrow or raise money in such manner as the Company shall
think fit and in particular by the issue (whether at par or at
a premium or discount and for such consideration as the
Company may think fit) of bonds, debentures or debenture stock
(payable to bearer or otherwise), mortgages or charges,
perpetual or otherwise, and if the Company thinks fit charged
upon all or any of the company's property (both present and
future) and undertaking including its uncalled capital and
further, if so thought fit, convertible into any stock or
shares of the Company or any other company, and collaterally
or further to secure any obligations of the Company by a trust
deed or other assurance.
<PAGE>
(31) To draw, make, accept, endorse, negotiate, discount, execute,
issue, purchase or otherwise acquire, exchange, surrender,
convert, make advances upon, hold, charge, sell and otherwise
deal in bills of exchange, cheques, promissory notes, and
other negotiable instruments and bills of lading, warrants,
and other instruments relating to goods.
(32) To give any remuneration or other compensation or reward (in
cash) or securities or in any other manner the Directors may
think fit) to any person for services rendered or to be
rendered in the conduct or course of the Company's business or
in placing or procuring subscriptions of or otherwise
assisting in the issue of any securities of the Company or any
other company formed or promoted by the Company or in which
the Company may be interested or in or about the formation or
promotion of the Company or any other company as aforesaid.
(33) To grant or procure pensions, allowances, gratuities and other
payments and benefits of whatsoever nature to or for any
person and to make payments towards insurances or other
arrangements likely to benefit any person or advance the
interests of the Company or of its Members, and to subscribe,
guarantee or pay money for any purpose likely, directly or
indirectly, to further the interests of the Company or of its
Members or for any national, charitable, benevolent,
educational, social, public, general or useful object.
(39) To do all and any of the above matters or things in any part
of the world and either as principal, agent, contractor,
trustee, or otherwise and by or through trustees, agents or
otherwise and either alone or in conjunction with others, and
generally upon such terms and in such manner and for such
consideration and security (if any) as the Company shall think
fit including the issue and allotment of securities of the
Company in payment or part payment for any property acquired
by the Company or any services rendered to the Company or as
security for any obligation or amount (even if less than the
nominal amount of such securities) or for any other purpose.
<PAGE>
(20) To carry on all or any of the businesses of printers,
publishers, designers, draughtsmen, journalists, press and
literary agents, tourist and travel agents, advertisers,
advertising and marketing agents and contractors, personal and
promotional representatives, artists, sculptors, decorators,
illustrators, photographers, film makers, producers and
distributors, publicity agents and display specialists.
(21) To establish and carry on institutions of education,
instruction or research and to provide for the giving and
holding of lectures, scholarships, awards, exhibitions,
classes and meetings for the promotion and advancement of
education or the dissemination of knowledge generally.
(22) To carry on business as jewelers, goldsmiths, silversmiths and
bullion dealers and to import, export, buy, sell and deal in
(wholesale and retail) jewelry, gold, silver and bullion, gold
and silver plate, articles of vertu, objects of art and such
other articles and goods as the company thinks fit, and to
establish factories for culturing, processing and
manufacturing goods for the above business.
(26) To enter into any commercial or other arrangements with any
government, authority, corporation, company or person and to
obtain or enter into any legislation, orders, charters,
contracts, decrees, rights, privileges, licenses, franchises,
permits and concessions for any purpose and to carry out,
exercise and comply with the same and to make, execute, enter
into, commence, carry on, prosecute and defend all steps,
contracts, agreements, negotiations, legal and other
proceedings, compromises, arrangements, and schemes and to do
all other acts, mattes and things which shall at any time
appear conducive or expedient for the advantage or protection
of the Company.
(27) To take out insurance in respect of any and all insurable
risks which may affect the Company or any other company or
person and to effect insurance (and to pay the premiums
therefor) in respect of the life of any person and to effect
re-insurance and counter-insurance, but no business amounting
to fire, life or marine insurance business may be undertaken.
(30) To guarantee or otherwise support or secure, either with or
without the Company receiving any consideration or advantage
and whether by personal covenant or by mortgaging or charging
all or part of the undertaking, property, assets and rights
(present and future) and uncalled capital of the Company or by
both such methods or by any other means whatsoever, the
liabilities and
<PAGE>
obligations of and the payment of any moneys whatsoever
(including but not limited to capital, principal, premiums,
interest, dividends, costs and expenses on any stocks, shares
or securities) by any person, firm or company whatsoever
including but not limited to any company which is for the time
being the holding company or a subsidiary of the Company or of
the Company's holding company or is otherwise associated with
the Company in its business, and to act as agents for the
collection, receipt or payment of money, and to enter into any
contract of indemnity or suretyship (but not in respect of
fire, life and marine insurance business).
(34) To pay all expenses preliminary or incidental to the formation
and promotion of the Company or any other company and the
conduct of the business of the Company or any other company.
(35) To procure the Company to be registered or recognized in
any territory.
(36) To cease carrying on and wind up any business or activity of
the Company, and to cancel and registration of and to wind up
and procure the dissolution of the Company in any territory.
(37) To distribute any part of the undertaking, property and assets
of the Company among its creditors and Members in specie or in
kind but so that no distribution amounting to a reduction of
capital may be made without the sanction (if any) for the time
being required by law.
(38) To appoint agents, experts and attorneys to do any and all of
the above mattes and things on behalf of the Company or any
thing or matter for which the Company acts as agent or is in
any other way whatsoever interested or concerned in any part
of the world.
(40) To carry on any other business or activity and do any act or
thing which in the opinion of the Company is or may be capable
of being conveniently carried on or done in connection with
any of the above, or likely directly or indirectly to enhance
the value of or render more profitable all or any part of the
Company's property or assets or otherwise to advance the
interests of the Company or its Members.
(41) To 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 necessary, conducive or incidental to the conduct,
promotion or attainment of the above objects of the Company or
any of them.
<PAGE>
And it is hereby declared that the intention is that each of the
objects specified in each paragraph of this clause shall, except where
otherwise expressed in such paragraph, be an independent main object
and be in nowise limited or restricted by reference to or inference
from the terms of any other paragraph or the name of the Company.
5. EXCLUSIONS
(i) 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 5(ii)e of subclause 5(ii);
(c) carry on banking or trust business, unless it is licensed
to do so under the Banks and Trust Companies Act, 1990;
(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 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
or the registered agent for companies incorporated in the
British Virgin Islands.
(ii) For purposes of paragraph 5(i)a of subclause 5(i), the Company shall
not be treated as carrying on business with persons resident in the
British Virgin Islands if
<PAGE>
(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 advisers 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 of 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.
LIMITATION
6. The liability of members of the Company is limited.
CURRENCY
7. Shares in the Company shall be issued in the currency of the
United States of America.
AUTHORIZED CAPITAL
8. The authorized capital of the Company is US$50,000.00.
CLASSES, NUMBER AND PAR
VALUE OF SHARES
9. The authorized capital is made up of one class and one series
of shares divided into 50,000 shares of US$1.00 par value.
DESIGNATIONS, POWERS,
PREFERENCES, ETC. OF SHARES
10. All shares shall
(a) have one vote each;
<PAGE>
(b) be subject to redemption, purchase or acquisition by the
Company for fair value; and
(c) have the same rights with regard to dividends and
distributions upon liquidation of the Company.
<PAGE>
VARIATION OF CLASS RIGHTS
11. If at any time the authorized 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
in writing of the holders of not less than three-fourths of
the issued shares of that class or series and of the holders
of not less than three-fourths of the issued shares of any
other class or series of shares which may be affected by such
variation.
RIGHTS NOT VARIES BY THE ISSUE OF SHARES PARI PASSU
12. The 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.
REGISTERED SHARES
AND BEARER SHARES
13. Shares may be issued as registered shares or to bearer as may
be determined by a resolution of directors.
EXCHANGE OF REGISTERED
SHARES AND BEARER SHARES
14. Registered shares may be exchanged for bearer shares and
bearer shares may be exchanged for registered shares.
TRANSFER OF
REGISTERED SHARES
15. Subject to the provisions of Regulation 48 of the Articles of
Association annexed hereto ("the Articles of Association"), registered
shares in the Company may be transferred subject to the prior or
subsequent approval of the Company as evidenced by a resolution of
directors or by a resolution of members.
<PAGE>
AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
17. The Company may amend its Memorandum of Association and
Articles of Association by a resolution of members or by a
resolution of directors.
DEFINITIONS
18. The meaning of words in this Memorandum of Association are as
defined in the Articles of Association.
SERVICE OF NOTICE ON HOLDERS
16. Where shares are issued to bearer, the bearer, identified for
this purpose by the number of the share certificate, shall be
requested to provide the Company with the name and address of
an agent for service of any notice, information or written
statement required to be given to members, and service upon
such agent shall constitute service upon the bearer of such
shares until such time as a new name and address for service
is provided to the Company. In the absence of such name and
address being provided it shall be sufficient for the purposes
of service for the Company to publish the notice, information
or written statement or a summary thereof in one or more
newspapers published or circulated in the British Virgin
Islands and in such other place, if any, as the Company shall
from time to time by a resolution of directors or a resolution
of members determine. The directors of the Company must give
sufficient notice of meetings to members holding shares issued
to bearer to allow a reasonable opportunity for them to secure
or exercise the right or privilege, that is the subject of the
notice other than the right or privilege to vote, as to which
the period of notice shall be governed by the Articles of
Association. What amounts to sufficient notice is a matter of
fact to be determined after having regard to all the
circumstances.
<PAGE>
We OFFSHORE INCORPORATIONS LIMITED, of P.O. Box 957, Offshore
Incorporations Centre, 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 2nd day of January,
1997.
SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED
(Sd.) E.T. Powell
Authorized Signatory
in the presence of WITNESS
(Sd.) Fandy Tsoi
9/F Ruttonjee House
11 Duddell Street, Central
Hong Kong
Administrative Assistant
<PAGE>
TERRITORY OF THE BRITISH VIRGIN ISLANDS
INTERNATIONAL BUSINESS COMPANIES ACT
(CAP. 291)
ARTICLES OF ASSOCIATION
OF
WONDERWIDE CONSULTANTS LIMITED
PRELIMINARY
1. In these Articles, if not inconsistent with the subject or context, the
words and expressions standing in the first column of the following table
shall bear the meanings set opposite them respectively in the second
column thereof.
Words Meaning
capital The sum of the aggregate of the par value of all outstanding
shares with par value of the Company and shares with par
value held by the Company as treasury shares plus
(a) the aggregate of the amounts designated as
capital of all outstanding shares without par
value of the Company and shares without par
value held by the Company as treasury shares,
and
(b) the amounts as are from time to time
transferred from surplus to capital by a
resolution of directors.
<PAGE>
member A person who holds shares in the Company.
person An individual, a corporation, a trust, the estate of a
deceased individual, a partnership or an unincorporated
association of persons.
resolution (a) A resolution approved at a
of directors 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 simple majority
of the directors present at the meeting
who voted and did not abstain; or
(b) A resolution consented to in writing by all
directors or of all members of the committee,
as the case may be;
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.
resolution
of members (a) a resolution approved at a duly convened and
constituted meeting of the members of the
Company by the affirmative vote of
(i) a simple majority of the votes of the shares entitled to
vote thereon which were present at the meeting and were
voted and not abstained, or
(ii) a simple majority of the votes of each class or
series of shares which were present at the meeting
and entitled to vote thereon as a class or series
and were voted and not abstained and of a simple
majority of the votes of the remaining shares
entitled to vote thereon which were present at the
meeting and were voted and not abstained; or
(b) a resolution consented to in writing by
(i) an absolute majority of the votes of
shares entitled to vote thereon, or
(ii) an absolute majority of the votes of each class or
series of shares entitled to vote thereon as a class or
series and of an absolute majority of the votes of the
remaining shares entitled to vote thereon.
<PAGE>
securities Shares and debt obligations of every kind, and options,
warrants and rights to acquire shares, or debt obligations.
surplus The excess, if any, at the time of the determination of the
total assets of the Company over the aggregate of its total
liabilities, as shown in its books of account, plus the
Company's capital.
the Act The International Business Companies Act (Cap. 291)
including any modification, extension, re-enactment or
renewal thereof and any regulations made thereunder.
the Memo- The Memorandum of
randum Association of the Company as originally framed or as from
time to time amended.
the Seal Any Seal which has been duly adopted as the Seal of the
Company.
these These Articles of
Articles Association as originally framed or as from time to time
amended.
treasury Shares in the Company that
shares were previously issued but were repurchased, redeemed or
otherwise acquired by the Company and not cancelled.
<PAGE>
2. "Written" or any term of like import includes words typewritten, printed,
painted, engraved, lithographed, photographed or represented or reproduced
by any mode of reproducing words in a visible form, including telex,
facsimile, telegram, cable or other form of writing produced by electronic
communication.
3. Save as aforesaid any words or expressions defined in the Act
shall bear the same meaning in these Articles.
4. Whenever the singular or plural number, or the masculine, feminine or
neuter gender is used in these Articles, it shall equally, where the
context admits, include the others.
5. A reference in these Articles to voting in relation to shares shall be
construed as a reference to voting by members holding the shares except
that it is the votes allocated to the shares that shall be counted and not
the number of members who actually voted and a reference to shares being
present at a meeting shall be given a corresponding construction.
6. A reference to money in these Articles is, unless otherwise stated, a
referenced to the currency in which shares in the Company shall be issued
according to the provisions of the Memorandum.
<PAGE>
11. Bearer share certificates shall be under the Seal and shall state that
the bearer is entitled to the shares therein specified, and may provide
by coupons, talons or otherwise for the payment of dividends or other
moneys on the shares included therein.
<PAGE>
REGISTERED SHARES
7. Every member holding registered shares in the Company shall be entitled to
a certificate signed by a director or officer of the Company and under the
seal specifying the share or shares held by him and the signature of the
director or officer and the Seal may be facsimiles.
8. Any member receiving a share certificate for registered shares
shall indemnify and hold the Company and its directors and
officers harmless from any loss or liability which it or they
may incur by reason of any wrongful or fraudulent use or
representation made by any person by virtue of the possession
thereof. If a share certificate for registered shares is worn
out or lost it may be renewed on production of the worn out
certificate or on satisfactory proof of its loss together with
such indemnity as may be required by a resolution of directors.
9. If several persons are registered as joint holders of any shares, any one
of such persons may given an effectual receipt for any dividend payable in
respect of such shares.
BEARER SHARES
10. Subject to a request for the issue of bearer shares and to the
payment of the appropriate consideration for the shares to be
issued, the Company may, to the extent authorized by the
Memorandum, issue bearer shares to, and at the expense of, such
person as shall be specified in the request. Bearer shares may
not be issued for debt obligations, promissory notes or other
obligations to contribute money or property and registered
shares issued for debt obligations, promissory notes or other
obligations to contribute money or property shall not be
exchanged for bearer shares unless such debt obligations,
promissory notes or other obligations to contribute money or
property have been satisfied. The Company may also upon
receiving a request in writing accompanied by the share
certificate for the shares in question, exchange registered
shares for bearer shares or may exchange bearer shares for
registered shares. Such request served on the Company by the
holder of bearer shares shall specify the name and address of
the person to be registered and unless the request is delivered
in person by the bearer shall be authenticated as hereinafter
provided. Such request served on the Company by the holder of
bearer shares shall also be accompanied by any coupons or
talons which at the date of such delivery have not become due
for payment of dividends or any other distribution by the
Company to the holders of such shares. Following such exchange
the share certificate relating to the exchanged shares shall
be delivered as directed by the member requesting the exchange.
12. Subject to the provisions of the Act and of these Articles, the
<PAGE>
bearer of a bearer share certificate shall be deemed to be a member of
the Company and shall be entitled to the same rights and privileges as
he would have had if his name had been included in the share register of
the Company as the holder of the shares.
13. Subject to any specific provisions in these Articles, in order to
exercise his rights as a member of the Company, the bearer of a bearer
share certificate shall produce the bearer share certificate as evidence
of his membership of the Company. Without prejudice to the generality of
the foregoing, the following rights may be exercised in the following
manner:
(a) for the purpose of exercising his voting rights at a
meeting, the bearer of a bearer share certificate shall
produce such certificate to the chairman of the meeting;
(b) for the purpose of exercising his vote on a resolution in
writing, the bearer of a bearer share certificate shall cause
his signature to any such resolution to be authenticated as
hereinafter set forth;
(b) confirming that the signature of the bearer of the bearer share
certificate was subscribed in his presence and that if the
bearer is representing a body corporate he has so acknowledged
and has produced satisfactory evidence thereof; or
(c) specifying the capacity in which he is qualified as an
authorized person and, if a notary public, affixing his seal
thereto or, if a bank manager, attaching an identifying stamp of
the bank of which he is a manager.
15. Notwithstanding any other provisions of these Articles, at any
time, the bearer of a bearer share certificate may deliver the
certificate for such shares into the custody of the Company at
its registered office, whereupon the Company shall issue a
receipt therefor under the Seal signed by a director or officer
identifying by name and address the person delivering such
certificate and specifying the date and number of the bearer
share certificate so deposited and the number of shares
comprised therein. any such receipt may be used by the person
named therein for the purpose of exercising the rights vested
in the shares represented by the bearer share certificate so
deposited including the right to appoint a proxy. Any bearer
share certificate so deposited shall be returned to the person
named in the receipt or his personal representative if such
person be dead and thereupon the receipt issued therefor shall
be of no further effect whatsoever and shall be returned to the
<PAGE>
Company for cancellation or, if it has been lost or mislaid, such
indemnity as may be required by resolution of directors shall be given
to the Company.
19. If any bearer share certificate, coupon or talon be worn out
or defaced, the directors may, upon the surrender thereof for
cancellation, issue a new one in its stead, and if any bearer
share certificate, coupon or talon be lost or destroyed, the
directors may upon the loss or destruction being established
to their satisfaction, and upon such indemnity being given to
the Company s it shall by resolution of directors determine,
issue a new bearer share certificate in its stead, and in
either case on payment of such sum as the Company may from time
to time by resolution of directors require. In case of loss
or destruction the person to whom such new bearer share
certificate, coupon or talon is issued shall also bear and pay
to the Company all expenses incidental to the investigation by
the Company of the evidence of such loss or destruction and to
such indemnity.
SHARES, AUTHORIZED CAPITAL,
CAPITAL AND SURPLUS
20. Subject to the provisions of these Articles and any resolution
of members, the unissued shares of the Company shall be at the
disposal of the directors who may, without limiting or
affecting any rights previously conferred on the holders of any
existing shares or class or series of shares, offer, allot,
grant options over or otherwise dispose of shares to such
persons, at such times and upon such terms and conditions as
the Company may by resolution of directors determine.
<PAGE>
(c) for the purpose of requisitioning a meeting of members, the
bearer of a bearer share certificate shall address his
requisition to the directors and his signature thereon shall be
duly authenticated as hereinafter provided; and
(d) for the purpose of receiving dividends, the bearer of a bearer
share certificate shall present at such places as may be
designated by the directors any coupons or talons issued for
such purpose, or shall present the bearer share certificate to
any paying agent authorized to pay dividends.
14. The signature of the bearer of a bearer share certificate shall be
deemed to be duly authenticated if the bearer of the bearer share
certificate shall produce such certificate to a notary public or a bank
manager or a director or officer of the Company (herein referred to as
an "authorized person") and if the authorized person shall endorse the
document bearing such signature with a statement:
(a) identifying the bearer share certificate produced to him
by number and ate and specifying the number of shares and
the class of shares (if appropriate) comprised therein;
16. The bearer of a bearer share certificate shall for all purposed
be deemed to be the owner of the shares comprised in such
certificate and in no circumstances shall the Company or the
Chairman of any meeting of members or the Company's registrars
or any director or officer of the Company or any authorized
person be obliged to inquire into the circumstances whereby a
bearer share certificate came into the hands of the bearer
thereof, or to question the validity of authenticity of any
action taken by the bearer of a bearer share certificate whose
signature has been authenticated as provide herein.
17. If the bearer of a bearer share certificate shall be a
corporation, then all the rights exercisable by virtue of such
shareholding may be exercised by an individual duly authorized
to represent the corporation but unless such individual shall
acknowledge that he is representing a corporation and shall
produce upon request satisfactory evidence that he is duly
authorized to represent the corporation, the individual shall
for all purposes hereof be regarded as the holder of the shares
in any bearer share certificate held by him.
18. The directors may provide for payment of dividends to the
holders of bearer shares by coupons or talons and in such event
the coupons or talons shall be in such form and payable at such
time and in such place or places as the directors shall
resolve. The Company shall be entitled to recognize the
absolute right of the bearer of any coupon or talon issued as
aforesaid to payment of the dividend to which it relates and
delivery of the coupon or talon to the Company or its agents
<PAGE>
shall constitute in all respects a good discharge of the
Company in respect of such dividend.
21. No share in the Company may be issued until the consideration in respect
thereof is fully paid, and when issued the share is for all purposes
fully paid and non-assessable save that a share issued for a promissory
note or other written obligation for payment of a debt may be issued
subject to forfeiture in the manner prescribed in these Articles.
22. Shares in the Company shall be issued for money, services rendered,
personal property, an estate in real property, a promissory note or
other binding obligation to contribute money or property or any
combination of the foregoing s shall be determined by a resolution of
directors.
23. Shares in the Company may be issued for such amount of
consideration as the directors may from time to time by
resolution of directors determine, except that in the case of
shares with par value, the amount shall not be less than the
par value, and in the absence of fraud the decision of the
directors as to the value of the consideration received by the
Company in respect of the issue is conclusive unless a question
of law is involved. The consideration in respect of the shares
constitutes capital to the extent of the par value and the
excess constitutes surplus.
<PAGE>
24. A share issued by the Company upon conversion of, or in exchange for,
another share or a debt obligation or other security in the Company,
shall be treated for all purposes as having been issued for money equal
to the consideration received or deemed to have been received by the
Company in respect of the other share, debt obligation security.
25. Treasury shares may be disposed of by the Company on such terms and
conditions (not otherwise inconsistent with these Articles) as the
Company may by resolution of directors determine.
26. The Company may issue fractions of a share and a fractional share shall
have the same corresponding fractional liabilities, limitations,
preferences, privileges, qualifications, restrictions, rights and other
attributes of a whole share of the same class or series of shares.
27. Upon the issue by the Company of a share without par value, if
an amount is stated in the Memorandum to be authorized capital
represented by such shares then each share shall be issued for
no less than the appropriate proportion of such amount which
shall constitute capital, otherwise the consideration in
respect of the share constitutes capital to the extent
designated by the directors and the excess constitutes surplus,
except that the directors must designate as capital an amount
of the consideration that is at least equal to the amount of
the consideration that is at least equal to the amount that the
share s entitled to as a preference, if any, in the assets of
the Company upon liquidation of the Company.
31. A determination by the directors under the preceding Regulation
is not required where shares are purchased, redeemed or
otherwise acquired
(a) pursuant to a right of a member to have his shares redeemed
or to have his shares exchanged for money or other property
of the Company;
(b) by virtue of a transfer of capital pursuant to Regulation
59;
(c) by virtue of the provisions of Section 83 of the Act; or
(d) pursuant to an order of the Court.
32. Shares that the Company purchases, redeems or otherwise acquires
pursuant to the preceding Regulation may be cancelled or held as
treasury shares except to the extent that such shares are in excess of
80 percent of the issued shares of the Company in which case they shall
be cancelled but they shall be available for reissue.
33. Where shares in the Company are held by the Company as treasury
shares or are held by another company of which the Company
<PAGE>
holds, directly or indirectly, shares having more than 50 percent of the
votes in the election of directors of the other company, such shares of
the Company are not entitled to vote or to have dividends paid thereon
and shall not be treated as outstanding for any purpose except for
purposes of determining the capital of the Company.
(a) a statement that the shares are mortgaged or charged;
(b) the name of the mortgagee or chargee; and
(c) the date on which the aforesaid particulars are entered in
the share register.
38. Where particulars of a mortgage or charge are registered, such
particulars shall be cancelled
(a) with the consent of the named mortgagee or chargee or anyone
authorized to act on his behalf;
(b) upon evidence satisfactory to the directors of the discharge of the
liability secured by the mortgage or charge and the issue of such
indemnities as the directors shall consider necessary or desirable.
39. Whilst particulars of a mortgage or charge are registered, no transfer
of any share comprised therein shall be effected without the written
consent of the named mortgagee or chargee or anyone authorized to act on
his behalf.
FORFEITURE
40. When shares issued for a promissory note or other written obligation for
payment of a debt have been issued subject to forfeiture, the provisions
set forth in the following four regulations shall apply.
<PAGE>
28. The Company may purchase, redeem or otherwise acquire and hold
its own shares but only out of surplus or in exchange for newly
issued shares of equal value.
29. Subject to provisions to the contrary in
(a) the Memorandum or these Articles;
(b) the designations, powers, preferences, rights,
qualifications, limitations and restrictions with which the
shares were issued; or
(c) the subscription agreement for the issue of the shares,
the company may not purchase, redeem or otherwise acquire its own shares
without the consent of members whose shares are to be purchased, redeemed
or otherwise acquired.
30. No purchase, redemption or other acquisition of shares shall
be made unless the directors determine that immediately after
the purchase, redemption or other acquisition the Company will
be able to satisfy its liabilities as they become due in the
ordinary course of its business and the realizable value of the
assets of the Company will not be less than the sum of its
total liabilities, other than deferred taxes, s shown in the
books of account, and its capital and, in the absence of fraud,
the decision of the directors as to the realizable value of the
assets of the Company is conclusive, unless a question of law
is involved.
34. The Company may purchase, redeem or otherwise acquire its
shares at a price lower than the fair value if permitted by,
and then only in accordance with, the terms of
(a) the Memorandum or these Articles; or
(b) a written agreement for the subscription for the shares to
be purchased, redeemed or otherwise acquired.
35. The Company may by a resolution of directors include in the computation
of surplus for any purpose the unrealized appreciation of the assets of
the Company, and, in the absence of fraud, the decision of the directors
as to the value of the assets is conclusive, unless a question of law is
involved.
MORTGAGES AND CHARGES OF
REGISTERED SHARES
36. Members may mortgage or charge their registered shares in the
<PAGE>
Company and upon satisfactory evidence thereof the Company shall give
effect to the terms of any valid mortgage or charge except insofar as it
may conflict with any requirements herein contained for consent to the
transfer of shares.
37. In the case of the mortgage or charge of registered shares
there may be entered in the share register of the Company at
the request of the registered holder of such shares
41. Written notice specifying a date for payment to be made and the shares
in respect of which payment is to be made shall be served on the member
who defaults in making payment pursuant to a promissory note or other
written obligations to pay a debt.
42. The written notice specifying a date for payment shall
(a) name a further date not earlier than the expiration of 14 days from
the date of service of the notice on or before which payment
required by the notice is to be made; and
(b) contain a statement that in the event of non-payment at or before
the time named in the notice the shares, or any of them, in respect
of which payment is not made will be liable to be forfeited.
43. Where a written notice has been issued and the requirements have not
been complied with within the prescribed time, the directors may at any
time before tender of payment forfeit and cancel the shares to which the
notice relates.
44. The Company is under no obligation to refund any moneys to the
member whose shares have been forfeited and cancelled pursuant
to these provisions. Upon forfeiture and cancellation of the
shares the member is discharged from any further obligation to
the Company with respect to the shares forfeited and
cancelled. LIEN
45. The Company shall have a first and paramount lien on every
share issued for a promissory note or property or any
combination thereof to the Company, and the Company shall also
have a first and paramount lien on every share standing
registered in the name of a member, whether singly or jointly
with any other person or persons, for all the debts and
liabilities of such member or his estate to the Company,
whether the same shall have been incurred before or after
notice to the Company of any interest of any person other than
such member, and whether the time for the payment or discharge
of the same shall have actually arrived or not, and
notwithstanding that the same are joint debts or
liabilities of such member or his estate and any other person,
whether a member of the Company or not. The Company's lien on
a share shall extend to all dividends payable thereon. The
directors may at any time either generally, or in any
<PAGE>
particular case, waive any lien that has arisen or declare any share to
be wholly or in part exempt from the provisions of this Regulation.
46. In the absence of express provisions regarding sale in the
promissory note or other binding obligation to contribute money
or property, the Company may sell, in such manner as the
directors may by resolution of directors determine, any share
on which the Company has a lien, but no sale shall be made
unless some sum in respect of which the lien exists is
presently payable nor until the expiration of twenty one days
after a notice in writing, stating and demanding payment of the
sum presently payable and giving notice of the intention to
sell in default of such payment, has been served on the holder
for the time being of the share.
49. The Company shall not be required to treat a transferee of a registered
share in the Company as a member until the transferee's name has been
entered in the share register.
50. Subject to any limitations in the Memorandum, the Company must
on the application of the transferor or transferee of a
registered share in the Company enter in the share register the
name of the transferee of the share save that the registration
of transfers may be suspended and the share register closed at
such times and for such periods as the Company may from time
to time by resolution of directors determine provided always
that such registration shall not be suspended and the share
register closed for more than 60 days in any period of 12
months.
TRANSMISSION OF SHARE
51. The executor or administrator of a deceased member, the guardian of an
incompetent member or the trustee of a bankrupt member shall be the only
person recognized by the Company as having any title to his share but
they shall not be entitled to exercise any rights as a member of the
Company until they have proceeded as set forth in the next following
three regulations,**
<PAGE>
47. The net proceeds of the sale by the Company of any shares on
which it has a lien shall be applied in or towards payment of
discharge of the promissory note or other binding obligation
to contribute money or property or any combination thereof in
respect of which the lien exists so far as the same is
presently payable and any residue shall (subject to a like lien
for debts or liabilities not presently payable as existed upon
the share prior to the sale) be paid to the holder of the share
immediately before such sale. For giving effect to any such
sale the directors may authorize some person to transfer the
share sold to the purchaser thereof. The purchaser shall be
registered as the holder of the share and he shall not be bound
to see to the application of the purchase money, nor shall his
title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
TRANSFER OF SHARES
48. Subject to any limitations in the Memorandum, registered shares in
the Company may be transferred by a written instrument of transfer
signed by the transferor and containing the name and address of the
transferee, but in the absence of such written instrument of
transfer the directors may affect such evidence of a transfer of
shares s they consider appropriate.
52. The production to the Company of any document which is evidence
of probate of the will, or letters of administration of the
estate, or confirmation as executor, or a deceased member or
of the appointment of a guardian of an incompetent member or
the trustee of a bankrupt member shall be accepted by the
Company even if the deceased, incompetent or bankrupt member
is domiciled outside the British Virgin Islands if the document
evidencing the grant of probate or letters of administration,
confirmation s executor, appointment as guardian or trustee in
bankruptcy is issued by a foreign court which had competent
jurisdiction in the matter. For the purpose of establishing
whether or not a foreign court had competent jurisdiction in
such a matter the directors may obtain appropriate legal
advice. The directors may also require an indemnity to be
given by the executor, administrator, guardian or trustee in
bankruptcy.
53. Any person becoming entitled by operation of law or otherwise
<PAGE>
to a share or shares in consequence of the death, incompetence or
bankruptcy of any member may be registered as a member upon such
evidence being produced as may reasonably be required by the directors.
An application by any such person to be registered as a member shall for
all purposes be deemed to be a transfer of shares of the deceased,
incompetent or bankrupt member and the directors shall treat it as such.
54. Any person who has become entitled to a share or shares in consequence
of the death, incompetence or bankruptcy of any member may, instead of
being registered himself, request in writing that some person to be
named by him be registered as the transferee of such share or shares and
such request shall likewise be treated as if it were a transfer.
55. What amounts to incompetence on the part of a person is a
matter to be determined by the court having regard to all the
relevant evidence and the circumstances of the case.
REDUCTION OR INCREASE IN
AUTHORIZED CAPITAL OR
CAPITAL
56. The Company may by a resolution of directors amend the Memorandum to
increase or reduce its authorized capital and in connection therewith
the Company may in respect of any unissued shares increase or reduce the
number of such shares, increase or reduce the par value of any such
shares or effect any combination of the foregoing.
57. The Company may amend the Memorandum to
(a) divide the shares, including issued shares, of a class or series
into a larger number of shares of the same class or series; or
<PAGE>
provided, however, that where shares are divided or combined under (a) or
(b) of this Regulation, the aggregate par value of the new shares must be
equal to the aggregate par value of the original shares.
58. The capital of the Company may by a resolution of directors be
increased by transferring an amount of the surplus of the
Company to capital.
59. Subject to the provisions of the two next succeeding
Regulations, the capital of the Company may by resolution of
directors be reduced by transferring an amount of the capital
of the Company to surplus.
60. No reduction of capital shall be effected that reduces the
capital of the Company to an amount that immediately after the
reduction is less than the aggregate par value of all
outstanding shares with par value and all shares with par value
held by the Company as treasury shares and the aggregate of the
amounts designated as capital of all outstanding shares without
par value and all shares without par value held by the Company
as treasury shares that are entitled to a preference, if any,
in the assets of the Company upon liquidation of the Company.
(b) combine the shares, including issued shares, of a class or series
into a smaller number of shares of the same class or series,
<PAGE>
61. No reduction of capital shall be effected unless the directors
determine that immediately after the reduction the Company will
be able to satisfy its liabilities as they become due in the
ordinary course of its business and that the releasible assets
of the Company will not be less than its total liabilities,
other then deferred taxes, as shown in the books of the Company
and its remaining capital, and, in the absence of fraud, the
decision of the directors as to the releasible value of the
assets of the Company is conclusive, unless a question of law
is involved.
MEETINGS AND CONSENTS OF
MEMBERS
62. The directors of the Company may convene meetings of the members of the
Company at such times and in such manner and places within or outside
the British Virgin Islands as the directors consider necessary or
desirable.
<PAGE>
66. A meeting of members may be called on short notice:
(a) if members holding not less than 90 percent of the total number of
shares entitled to vote on all matters to be considered at the
meeting, or 90 percent of the votes of each class or series of
shares where members are entitled to vote thereon as a class or
series together with not less than 90 percent majority of the
remaining votes, have agreed to short notice of the meeting, or
(b) if all members holding shares entitled to vote on all or any
matters to be considered at the meeting have waived notice of
the meeting and for this purpose presence at the meeting shall
be deemed to constitute waiver.
63. Upon the written request of members holding 10 percent or more of the
outstanding voting shares in the Company the directors shall convene a
meeting of members.
64. The directors shall give not less than 7 days notice of meetings of
members to those persons whose names on the date the notice is given
appear as members in the share register of the Company and are entitled
to vote at the meeting.
65. The directors may fix the date notice is given of a meeting of members
as the record date for determining those shares that are entitled to
vote at the meeting.
<PAGE>
67. The inadvertent failure of the directors to give notice of a
meeting to a member, or the fact that a member has not received
notice, does not invalidate the meeting.
68. A member may be represented at a meeting of members by a proxy
who may speak and vote on behalf of the member.
69. The instrument appointing a proxy shall be produced at the place
appointed for the meeting before the time for holding the meeting at
which the person named in such instrument proposes to vote.
70. An instrument appointing a proxy shall be in substantially the following
form or such other form as the Chairman of the meeting shall accept as
properly evidencing the wishes of the member appointing the proxy.
<PAGE>
72. A member shall be deemed to be present at a meeting of members
if he participates by telephone or other electronic means and
all members participating in the meeting are able to hear each
other. (Name of Company)
I/We ______________ being a member of the above Company with _____ shares HEREBY
APPOINT __________ of ______ or failing him _______ of _____ to be my/our proxy
to vote for me/us at the meeting of members to be held on the _____ day of ____
and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this ____ day of _______
Member
71. The following shall apply in respect of joint ownership of
shares:
(a) if two or more persons hold shares jointly each of them may be
present in person or by proxy at a meeting of members and may speak
as a member;
(b) if only one of the joint owners is present in person or by
proxy he may vote on behalf of all joint owners; and
(c) if two or more of the joint owners are present in person or by
proxy they must vote as one.
75. At every meeting of members, the Chairman of the Board of
Directors shall preside as Chairman of the meeting. If there
is no Chairman of the board of Directors or if the chairman of
the Board of directors is not present at the meeting, the
members present shall choose some one of their number to be the
Chairman. If the members are unable to choose a Chairman for
any reason,then the person representing the greatest number of
voting shares present in person or b prescribed form of proxy
at the meeting shall preside as chairman failing which the
oldest individual member or representative of a member present
shall take the chair.
76. The Chairman may, with the consent of the meeting, adjourn any meeting
from time to time, and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
<PAGE>
77. At any meeting of the members the Chairman shall be responsible
for deciding in such manner as he shall consider appropriate
whether any resolution has been carried or not and the result
of his decision shall be announced to the meeting and recorded
in the minutes thereof. If the Chairman shall have any doubt
as to the outcome of any resolution put to the vote, he shall
cause a poll to be taken of all votes cast upon such
resolution, but if the Chairman shall fail to take a poll then
any member present in person or by proxy who disputes the
announcement by the Chairman of the result of any vote may
immediately following such announcement demand that a poll be
taken and the Chairman shall thereupon cause a poll to be
taken.
<PAGE>
73. A meeting of members is duly constituted if, at the
commencement of the meeting, there are present in person or by
proxy not less than 50 percent of the votes of the shares or
class or series of shares entitled to vote on resolutions of
members to be considered at the meeting. If a quorum be
present, notwithstanding the fact that such quorum may be
represented by only one person then such person may resolve any
matter an d a certificate signed by such person accompanied
where such person be a proxy by a copy of the proxy form shall
constitute a valid resolution of members.
74. If within two hours from the time appointed for the meeting
a quorum is not present, the meeting, if convened upon the
requisition of members, shall be dissolved; in any other
case it shall stand adjourned to the next business day at
the same time and place or to such other time and place as
the directors may determine, and if at the adjourned meeting
there are present within one hour from the time appointed
for the meeting in person or by proxy not less than one
third of the votes of the shares or each class or series of
shares entitled to vote on the resolutions to be considered
by the meeting, those present shall constitute a quorum but
otherwise the meeting shall be dissolved.
78. Any person other than an individual shall be regarded as one
member and subject to the specific provisions hereinafter
contained for the appointment of representatives of such
persons the right of any individual to speak for or
represent such member shall be determined by the law of the
jurisdiction where, and by the documents by which, the
person is constituted or derives its existence. In case of
doubt, the directors may in good faith seek legal advice
from any qualified person and unless and until a court of
competent jurisdiction shall otherwise rule, the directors
may rely and act upon such advice without incurring any
liability to any member.
79. Any person other than an individual which is a member of the
Company may by resolution of its directors or other
governing body authorize such person as it thinks fit to act
as its representative at any meeting of the Company or of
any class of members of the Company, and the person so
authorized shall be entitled to exercise the same power on
behalf of the person which he represents as that person
could exercise if it were an individual member of the
Company.
80. The Chairman of any meeting at which a vote is cast by proxy or on
behalf of any person other than an individual may call for a notarially
certified copy of such proxy or authority which shall be produced within
7 days of being so requested or the votes cast by such proxy or on
behalf of such person shall be disregarded.
<PAGE>
81. Directors of the Company may attend and speak at any meeting
of members of the Company and at any separate meeting of the
holders of any class or series of shares in the Company.
82. An action that may be taken by the members at a meeting may
also be taken by a resolution of members consented to in
writing or by telex, telegram, cable, facsimile or other
written electronic communication, without the need for any
notice, but if any resolution of members is adopted otherwise
than by the unanimous written consent of all members, a copy
of such resolution shall forthwith be sent to all members not
consenting to such resolution. The consent may be in the form
of counterparts, each counterpart being signed by one or more
members.
<PAGE>
84. The minimum number of directors shall be one and the maximum
number shall be 12.
85. Each director shall hold office for the term, if any, fixed by
resolution of members or until his earlier death, resignation
or removal.
86. A director may be removed from office, with or without cause,
by a resolution of members or, with cause, by a resolution of
directors.
87. A director may resign his office by giving written notice of his
resignation to the Company and the resignation shall have effect from
the date the notice is received by the Company or from such later date
as may be specified in the notice.
88. The directors may at any time appoint any person to be a director either
to fill a vacancy or as an addition to the existing directors. A vacancy
occurs through the death, resignation or removal of a director but a
vacancy or vacancies shall not be deemed to exist where one or more
directors shall resign after having appointed his or their successor or
successors.
DIRECTORS
83. The first directors of the Company shall be appointed by the subscribed
to the Memorandum; and thereafter, the directors shall be elected by the
members for such term as the members determine.
(a) the names and addresses of the persons who are directors of
the Company;
(b) the date on which each person whose name is entered in the
register was appointed as a director of the Company; and
(c) the date on which each person named as a director ceased to
be a director of the Company.
90. If the directors determine to maintain a register of directors, a coy
thereof shall be kept at the registered office of the Company and the
Company may determine by resolution of directors to register a copy of
the register wit the Registrar of Companies.
91. With the prior or subsequent approval by a resolution of members, the
directors may, by a resolution of directors, fix the emoluments of
directors with respect to services to be rendered in any capacity to the
Company.
92. A director shall not require a share qualification, and may be
an individual or a company.
<PAGE>
89. The Company may determine by resolution of directors to keep
a register of directors containing
POWER OF DIRECTORS
93. The business and affairs of the Company shall be managed by the
directors who may pay all express incurred preliminary to and
in connection with the formation and registration of the
Company and may exercise all such powers of the Company as are
not by the Act or by the memorandum of these Articles required
to be exercised by the members of the Company, subject to any
delegation of such powers as may be authorized by these
Articles and to such requirements as may be prescribed by a
resolution of members; but no requirement made by a resolution
of members shall prevail if it be inconsistent wit these
Articles nor shall such requirement invalidate any prior act
of the directors which would have been valid if such
requirement had not been made.
94. The directors may, by a resolution of directors, appoint any person,
including a person who is a director, to be an officer or agent of the
Company. The resolution of directors appointing one or more substitutes
or delegates to exercise some or all of the powers conferred on the
agent by the Company.
95. Every officer or agent of the Company has such powers and authority of
the directors, including the power and authority to affix the Seal, as
are set forth in these Articles or in the resolution of directors
appointing the officer or agent, except that no officer or agent has any
power or authority with respect to the matters requiring a resolution of
directors under the Act.
96. Any director which is a body corporate may appoint any person it duly
authorized representative for the purpose of representing it at meetings
of the Board of Directors or with respect to unanimous written consents.
<PAGE>
100. The Company may determine by resolution of directors to maintain at
its registered office a register of mortgages, charges and other
encumbrances in which there shall be entered the following
particulars regarding each mortgage, charge or other encumbrance:
(a) the sum secured;
(b) the assets secured;
(c) the name and address of the mortgagee, chargee or other
encumbrancer;
<PAGE>
97. The continuing directors may act notwithstanding any vacancy in their
body, save that if their number is reduced to their knowledge below the
number fixed by or pursuant to these Articles as the necessary quorum for
a meeting of directors, the continuing directors or director may act only
for the purpose of appointing directors to fill any vacancy that has
arisen or summoning a meeting of members.
98. 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.
99. All cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments and all receipts for moneys paid to the Company,
shall be signed, drawn, accepted, endorsed or otherwise executed, as the
case may be, in such manner as shall from time to time be determined by
resolution of directors.
<PAGE>
(d) the date of creation of the mortgage, charge or other
encumbrance; and
(e) the date on which the particulars specified above in respect of the
mortgage, charge or other encumbrance are entered in the register.
101. The Company may further determine by a resolution of directors to
register a copy of the register of mortgages, charges or other
encumbrances with the Registrar of Companies.
PROCEEDINGS OF DIRECTORS
102. The directors of the Company or any committee thereof may meet at
such times and in such manner and places within or outside the
British Virgin Islands as the directors may determine to be
necessary or desirable.
103. A director shall be deemed to be present at a meeting of directors
if he participates by telephone or other electronic means and all
directors participating in the meeting are able to hear each other.
104. A director shall be given not less than 3 days notice of
meetings of directors, but a meeting of directors held
without 3 days notice having been given to all directors
shall be valid if all the directors entitled to vote at the
meeting who do not attend, waive notice of the meeting and
for this purpose, the presence of a director at a meeting
shall constitute waiver on his part. The inadvertent
failure to give notice of a meeting to a director, or the
fact that a director has not received the notice, does not
invalidate the meeting.
105. A director may by a written instrument appoint an alternate who
need not be a director and an alternate is entitled to attend
meetings in the absence of the director who appointed him and to
vote or consent in place of the director.
106. A meeting of directors is duly constituted for all purposes if at
the commencement of the meeting there are present in person or by
alternate note less than one half of the total number of directors,
unless there are only 2 directors in which case the quorum shall be
2.
<PAGE>
107. If the Company shall have only one director the provisions
herein contained for meetings of the directors shall not
apply but such sole director shall have full power to
represent and act for the Company in all matters as are not
by the Act or the Memorandum or these Articles required to
be exercised by the members of the Company and in lieu of
minutes of a meeting shall record in writing and sign a note
or memorandum of all matters requiring a resolution of
directors. Such a note or memorandum shall constitute
sufficient evidence of such resolution for all purposes.
108. At every meeting of the directors the Chairman of the Board
of Directors shall preside as Chairman of the Board of
directors or if the Chairman of the Board of Directors is
not present at the meeting the Vice Chairman of the Board
of Directors shall preside. If there is no Vice Chairman
of the Board of Directors or if the Vice Chairman of the
Board of Directors is not present at the meeting the
directors present shall choose some one of their number to
be Chairman of the meeting.
109. An action that may be taken by the directors or a committee
of directors at a meeting may also be taken by a resolution
of directors or a committee of directors consented to in
writing or be telex, telegram, cable, facsimile or other
written electronic communication by all directors or all
members of the committee as the case may be, without the
need for any notice. The consent may be in the form of
counterparts, each counterpart being signed by one or more
directors.
<PAGE>
110. The directors shall cause the following corporate records
to be kept:
(a) minutes of all meetings of directors, members, committee of
directors, committees of officers and committees of members.
(b) copies of all resolutions consented to by directors,
members, committees of directors, committees of officers
and committees of members; and
(c) such other accounts and records as the directors by resolution of
directors consider necessary or desirable in order to reflect the
financial position of the Company.
111. The books, records and minutes shall be kept at the registered
office of the Company, its principal place of business or at such
other place as the directors determine.
112. The directors may, by resolution of directors, designate one
or more committees, each consisting of one or more
directors.
113. Each committee of directors has such powers and authorities of the
directors, including the power and authority to affix the Seal, as
are set forth in the resolution of directors establishing the
committee, except that no committee has any power or authority to
amend the Memorandum of these Articles, to appoint directors or fix
their emoluments, or to appoint officers or agents of the Company.
117. The emoluments of all officers shall be fixed by resolution
of directors.
118. The officers of the Company shall hold office until their
successors are duly elected and qualified, but any officer elected
or appointed by the directors may be removed at any time, with or
without cause, by resolution of directors. Any vacancy occurring in
any office of the Company may be filled by resolution of directors.
<PAGE>
120. A director who has an interest in any particular business to be
considered at a meeting of directors or members may be counted for
purposes of determining whether the meeting is duly constituted.
INDEMNIFICATION
121. Subject to the limitations hereinafter the Company may indemnify
against all expenses, including legal fees, and against all
judgments, fines and amounts aid in settlement and reasonably
incurred in connection with legal, administrative or investigative
proceedings any person who
(a) is or was a party or is threatened to be made a party to any
threatened, pending or completed proceedings, whether civil,
criminal, administrative or investigate, by reason of the fact that
the person is or was a director, an officer or a liquidator of the
Company; or
(b) is or was, at the request of the Company, serving as a director,
officer or liquidator of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or
other enterprise.
122. The Company may only indemnify a person if the person acted
honestly and in good faith with a view to the best interests of the
Company and, in the case of criminal proceedings, the person had no
reasonable cause to believe that his conduct was unlawful.
<PAGE>
114. The meetings and proceedings of each committee of directors
consisting of 2 or more directors shall be governed mutatis
mutandis by the provisions of these Articles regulating the
proceedings of directors so far as the same are not superseded by
any provisions in the resolution establishing the committee.
OFFICERS
115. The Company may by resolution of directors appoint officers
of the Company at such times as shall be considered
necessary or expedient. Such officers may consist of a
Chairman of the Board of Directors, a Vice Chairman of the
Board of Directors, a President and one or more Vice
Presidents, Secretaries and Treasurers and such other
officers as may from time to time be deemed desirable. Any
number of offices may be held by the same person.
116. The officers shall perform such duties as shall be
prescribed at the time of their appointment subject to any
modification in such duties as may be prescribed thereafter
by resolution of directors or resolution of members, but in
the absence of any specific allocation of duties it shall
be the responsibility of the Chairman of the Board of
Directors to preside at meetings of directors and members,
the Vice Chairman to act in the absence of the Chairman, the
President to manage the day to day affairs of the Company,
the Vice Presidents to act in order of seniority in the
absence of the President but otherwise to perform such
duties as may be delegated to them by the President, the
Secretaries to maintain the share register, minute books and
records (other than financial records) of the Company and
to ensure compliance with all procedural requirements
imposed on the Company by applicable law, and the Treasurer
to be responsible for the financial affairs of the Company.
CONFLICT OF INTERESTS
119. No agreement or transaction between the Company and one or
more of its directors or any person in which any director
has a financial interest or to whom any director is related,
including as a director of that other person, is void or
voidable for this reason only or by reason only that the
director is present at the meeting of directors or at the
meeting of the committee of directors that approves the
agreement or transaction or that the vote or consent of the
director is counted for that purpose if the material facts
of the interest of each director in the agreement or
transaction and his interest in or relationship to any other
party to the agreement or transaction are disclosed in good
faith or are known by the other directors.
<PAGE>
123. The decision of the directors as to whether the person acted
honestly and in good faith and with a view to the best interests of
the Company and as to whether the person had no reasonable cause to
believe that his conduct was unlawful, is, in the absence of fraud,
sufficient for the purposes of these Articles, unless a question of
law is involved.
124. The termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi does
not, by itself, create a presumption that the person did not act
honestly and in good faith and with a view to the best interest of
the Company or that the person had reasonable cause to believe that
his conduct was unlawful.
125. If a person to be indemnified has been successful in defense of any
proceedings referred to above the person is entitled to be
indemnified against all expenses, including legal fees, and against
all judgments, fines and amounts paid in settlement and reasonably
incurred by the person in connection with the proceedings.
126. The Company may purchase and maintain insurance in relation
to any person who is or was a director, an officer or a
liquidator of the Company, or who at the request of the
Company is or was serving as a director, an officer or a
liquidator of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust
or other enterprise, against any liability asserted against
the person and incurred by the person in that capacity,
whether or not the Company has or would have had the power
to indemnify the person against the liability as provided
in these Articles.
<PAGE>
SEAL
127. The Company may have more than one Seal and references
herein to the Seal shall be references to every Seal which
shall have been duly adopted by resolution of directors.
The directors shall provide for the safe custody of the Seal
and for an imprint thereof to be kept at the Registered
office. Except as otherwise expressly provided herein the
Seal when affixed to any written instrument shall be
witnessed and attested to by the signature of a director or
any other person so authorized from time to time by
resolution of directors. Such authorization may be before
or after the sea is affixed may be general or specific and
may refer to any number of sealings. The Directors may
provide for a facsimile of the Seal and of the signature of
any director or authorized person which may be reproduced
by printing or other means on any instrument and it shall
have the same force and validity as if the Seal had been
affixed to such instrument and the same had been signed as
hereinbefore described.
<PAGE>
DIVIDENDS
128. The Company may by a resolution of directors declare and pay
dividends in money, shares, or other property, but dividends shall
only be declared and paid out of surplus. In the event that
dividends are paid in specie the directors shall have
responsibility for establishing and recording in the resolution of
directors authorizing the dividends, a fair and proper value for
the assets to be so distributed.
129. The directors may from time to time pay to the members such
interim dividends as appear to the directors to be justified
by the profits of the Company.
130. The directors may, before declaring any dividend, set aside out of
the profits of the Company such sum as they think proper as a
reserve fund, and may invest the sum so set apart as a reserve fund
upon such securities as they may select.
131. No dividend shall be declared and paid unless the directors
determine that immediately after the payment of the dividend
the Company will be able to satisfy its liabilities as they
become due in the ordinary course of its business and the
realisable value of the assets of the Company will not be
less than the sum of its total liabilities, other than
deferred taxes, as shown in its books of account, and its
capital. In the absence of fraud, the decision of the
directors as to the realisable value of the assets of the
Company is conclusive, unless a question of law is involved.
132. Notice of any dividend that may have been declared shall be given
to each member in manner hereinafter mentioned and all dividends
unclaimed for 3 years after having been declared may be forfeited
by resolution of directors for the benefit of the Company.
<PAGE>
136. In the case of a dividend of authorized but unissued shares without
par value, the amount designated by the directors shall be
transferred from surplus to capital at the time of the
distribution, except that the directors must designate as capital
an amount that is at least equal to the amount that the shares are
entitled to as a preference, if any, in the assets of the Company
upon liquidation of the Company.
133. No dividend shall bear interest as against the Company and no
dividend shall be paid on treasury shares or shares held by another
company of which the Company holds, directly or indirectly, shares
having more than 50 percent of the vote in electing directors.
134. A share issued as a dividend by the Company shall be treated for
all purposes as having been issued for money equal to the surplus
that is transferred to capital upon the issue of the share.
135. In the case of a dividend of authorized but unissued shares with
par value, an amount equal to the aggregate par value of the shares
shall be transferred from surplus to capital at the time of the
distribution.
140. The first auditors shall be appointed by resolution of
directors; subsequent auditors shall be appointed by a
resolution of members.
141. The auditors may be members of the Company but no director
or other officer shall be eligible to be an auditor of the
Company during his continuance in office.
142. The remuneration of the auditors of the Company
(a) in the case of auditors appointed by the directors, may be
fixed by resolution of directors;
(b) subject to the foregoing, shall be fixed by resolution of members
or in such manner as the Company may by resolution of members
determine.
143. The auditors shall examine each profit and loss account and balance
sheet required to be served on every member of the Company or laid
before a meeting of the members of the Company and shall state in a
written report whether or not
(a) in their opinion the profit and loss account and balance sheet give
a true and fair view respectively of the profit or loss for the
period covered by the accounts, and of the state of affairs of the
Company at the end of that period, and
<PAGE>
(b) all the information and explanations required by the
auditors have been obtained.
148. Any summons, notice, order, document, process, information or
written statement to be served on the Company may be served by
leaving it, or by sending it by registered mail addressed to the
Company, at its registered office, or by leaving it with, or by
sending it by registered agent of the Company.
149. Service of any summons, notice, order, document, process,
information or written statement to be served on the Company
may be proved by showing that the summons, notice, order,
document, process, information or written statement was
delivered to the registered office or the registered agent
of the Company or that it was mailed in such time as to
admit to its being delivered to the registered office or the
register agent of the Company in the normal course of
delivery within the period prescribed for service and was
correctly addressed and the postage was prepaid.
ARBITRATION
151. Whenever any difference arises between the Company on the
one hand and any of the members of their executors,
administrators or assigns on the other hand, touching the
true intent and construction or the incidence or
consequences of these Articles or of the Act, touching
anything done or executed, omitted or suffered in pursuance
of the At or touching any breach or alleged breach or
otherwise relating to the premises or to the Articles, or
to any Act or Ordinance affecting the Company or to any of
the affairs of the Company such difference shall, unless the
parties agree to refer the same to a single arbitrator, be
referred to 2 arbitrators one to be chosen by each of the
parties to the difference and the arbitrators shall before
entering on the reference appoint an umpire.
<PAGE>
152. If either party to the reference makes default in appointing an
arbitrator either originally or by way of substitution (in the
event that an appointed arbitrator shall die, be incapable of
acting or refuse to act) for 10 days after the other party has
given him notice to appoint the same, such other party may appoint
an arbitrator to act in the place of the arbitrator of the
defaulting party.
<PAGE>
137. A division of the issued and outstanding shares of a class or
series of shares into a larger number of shares of the same class
or series having a proportionately smaller par value does not
constitute a dividend of shares.
ACCOUNTS AND AUDIT
138. The Company may by resolution of members call for the
directors to prepare periodically a profit and loss account
and a balance sheet. The profit and loss account and
balance sheet shall be drawn up so as to give respectively
a true and fair view of the profit or loss of the Company
for the financial period and a true and fair view of the
state of affairs of the Company as at the end of the
financial period.
139. The Company may by resolution of members call for the
accounts to be examined by auditors.
144. The report of the auditors shall be annexed to the accounts and
shall be read at the meeting of members at which the accounts re
laid before the Company or shall be served on the members.
145. Every auditor of the Company shall have a right of access at all
times to the books of account and vouchers of the Company, and
shall be entitled to require from the directors and officers of the
Company such information and explanations as he thinks necessary
for the performance of the duties of the auditors.
146. The auditors of the Company shall be entitled to receive notice of,
and to attend any meetings of members of the Company at which the
Company's profit and loss account and balance sheet are to be
presented.
NOTICES
147. Any notice, information or written statement to be given by the
Company to members may be served in the case of members holding
registered shares in any way by which it can reasonably be expected
to reach each member or by mail addressed to each member at the
address shown in the share register and in the case of members
holding shares issued to bearer, in the manner provided in the
Memorandum.
<PAGE>
PENSION AND SUPERANNUATION
FUNDS
150. The directors may establish and maintain or procure the
establishment and maintenance of any noncontributory pension
or superannuation funds for the benefit of, and give or
procure the giving of donations, gratuities, pensions,
allowances or emoluments, to any persons who are or were at
any time in the employment or service of the Company or any
company which is a subsidiary of the Company or is allied
to or associated with the Company or with any such
subsidiary, or who are or were at any time directors or
officers of the Company or of any such other company as
aforesaid or who hold or held any salaries employment or
office in the Company or such other company, or any persons
in whose welfare the Company or any such other company as
aforesaid is or has been at any time interested, and to the
wives, widows, families and dependents of any such person,
and may make payments for or towards the insurance of any
such persons as aforesaid, and may do any of the matters
aforesaid either alone or in conjunction with any such other
company as aforesaid. Subject always to the proposal being
approved by resolution of members, a director holding any
such employment, or office shall be entitled to participate
in and retain for his own benefit any such donation,
gratuity, pension allowance or emolument.
VOLUNTARY WINDING UP AND
DISSOLUTION
153. The Company may voluntarily commence to wind up and dissolve by a
resolution of members but if the Company has never issued shares it
may voluntarily commence to wind up and dissolve by resolution of
directors.
CONTINUANCE
154. The Company may by resolution of members or by a resolution
passed unanimously by all directors of the Company continue
as a company incorporated under the laws of a jurisdiction
outside the British Virgin Islands in the manner provided
under those laws. We, OFFSHORE INCORPORATIONS
LIMITED, of
P.O. Box 957, Offshore
Incorporations Centre, 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 these Articles of
Association the 2nd day of January,
1997.
<PAGE>
SUBSCRIBER OFFSHORE INCORPORATIONS LIMITED
(Sd.) E.T. POWELL
Authorized Signatory
in the presence of: WITNESS
(Sd.) Fandy Tsoi
9/F Ruttonjee House
11 Duddell Street, Central
Hong King
Administrative Assistant
<PAGE>
OFFSHORE INCORPORATIONS LIMITED
9/F., Ruttonjee House, 11 Duddell Street, Central, Hong Kong.
Certificate of Guarantee of Quality
WONDERWIDE CONSULTANTS LIMITED
("The Company")
We, Offshore Incorporations Limited (OIL), hereby Guarantee to the purchaser the
following with respect to the above company as at the date of sale:
1. That all matters precedent to or necessary for the
incorporation of The Company have been fully and properly
complied with;
2. That OIL has not caused the Company to trade; nor enter into
any contracts; nor acquire any assets or liabilities, nor
appoint any directors or officers between the date of
incorporation and the date of sale of the company as appearing
on our invoice;
3. That the Company is of good standing in its jurisdiction of
incorporation and all incorporation costs, fees and taxes
relating to the Company due before the date hereof have been
paid in full;
4. That all persons signing corporate documents contained herein
on behalf of OIL and/or its affiliated companies are properly
authorized to do so; and
5. That OIL undertake to indemnify the purchaser for any loss
suffered as a result of the above representation being found
incorrect.
Dated: 30th May 1997 For and on behalf of
Offshore Incorporations Limited
Ted Powell A.C.I.S.
Managing Director
<PAGE>
<PAGE>
PRESS RELEASE
For Immediate Release
Best Medical Treatment Group, Inc. (Nasdaq OTC: BMTM) announced today that it
has completed the acquisition of Wonderwide Consultants Limited (BVI).
Wonderwide is a holding company which owns 99% of King Yuen Investment &
Development Limited, which is the foreign partner in the Investment &
Development Limited, which is the foreign partner in the sino-foreign
cooperative joint venture known as the Qin Dynasty Hotel (Xian) Limited.
Additional terms of the transaction require the former Wonderwide shareholder to
transfer to Wonderwide the 60% foreign interest in the City Hotel (Xian) Co.
Limited, a sino-foreign equity joint venture. This transfer requires compliance
with certain PRC procedures which are expected to require 2-4 months.
The consideration for the two hotel interests was 2,230,000 newly issued shares
of Best Medical common stock. 334,500 of the 2,230,000 shares are being held in
escrow and will not be delivered to the seller until the ownership transfer of
City Hotel (Xian) Co. Limited to Wonderwide is complete.
The Qin Dynasty Hotel is a modern 200 room hotel located at the west boundary of
the ancient City Wall in Xian, China. Xian, the historic capital of 11
Dynasties, is a major tourist attraction in China. The hotel has four
restaurants as well as a business center, ticketing center, health club, beauty
salon, and gymnasium. The City Hotel has 140 guest rooms and is located in
central Xian, close to the Bell Tower. Facilities include a convention hall,
three restaurants, and a night club.
For the year ended December 31, 1997, the net income for the foreign interests
in Qin Dynasty Hotel and City Hotel, was US$2.0 million and US$0.5 million,
respectively. These figures were prepared by Wonderwide management according to
Hong Kong accounting principles and are not audited. Material adjustments to
1997 net income may take place with the completion of US GAAP audits, which are
expected to require 2-3 months to complete. In the event that the US GAAP
audited net income for the two hotels falls below US$2.5 million, the
acquisition contract calls for the cancellation of that portion of the 2,230,000
shares that is necessary to restore the Company's earnings per share to that
level that would have existed if the 1997 US GAAP net income equalled $2.5
million (approximately US$.90 per share.)
The Company intends to complete a name change in the near future to reflect the
new business. In addition, the Company is divesting its medical information
business.
For any further information, please contact Mr. Randall Baker at the corporate
offices, telephone: (619) 360-1042.
<PAGE>
March 26, 1998
Best Medical Treatment Group, Inc.
45110 Club Drive
Suite B
Indian Wells, California 92210
Re: King Yuen Investment & Development Limited ("the Company")
Dear Sirs,
1. We are duly qualified lawyers of the People's Republic of China (the
"PRC") and are qualified to issue opinions on the laws of the PRC. We
have been requested to issue this opinion on the PRC laws and practice
in connection with the incorporation and interests of the company's
subsidiary, Qin Dynasty Hotel (Xian) Limited (the "Hotel") in the PRC.
2. For the purposes of giving this opinion, we have examined copies of the
documents listed in the Annex hereto. We have also examined such other
documents, conducted such searches and made such inquiries as we have
considered necessary or relevant in order for us to provide this legal
opinion.
3. (1) The Hotel is established by the Company (former name: Far East
Hotels Development Co.) and Xian Hui Tong Enterprises Co.,
Ltd. (Hui Tong) under the laws of the PRC as a Sino-foreign cooperative
joint venture (CJV) enterprise and is a "legal person" with
limited liability.
(2) The Agreement of the Hotel CJV and the Articles of Association of
the Hotel were approved by the Government of the Municipality of Xian
on August 13, 1986. The Hotel registered with the Administrative Bureau
for Industry and Commerce of PRC as a Sino-foreign CJV enterprise and
obtained the business license on November 20, 1986.
(3) All necessary governmental approvals, consents, authorizations and
licenses for existence and operations of the Hotel have been obtained
and are in full force and effect and the Hotel is not in breach of any
conditions or other restrictions of the PRC laws or regulations.
1
<PAGE>
4. The operations of the Hotel are governed by the CJV Law, the Agreement
of the Hotel CJV and the Articles of Association of the Hotel. Pursuant
to the Agreement of the Hotel CJV approved by the government authority,
the term of the Hotel CJV is for 30 years (November 20, 1986 - November
19, 2016) which term may be extended upon the mutual agreement of the
Company and Hui Tong and approval from the applicable PRC government
authority.
5. (1) The registered capital of the Hotel is US $7,020,000 and the total
amount of investment of the Hotel is US $16,038,818, of which should be
contributed by the Company for the whole amount based on the Agreement
of the Hotel CJV.
(2) According to the verification report issued by Xian Certified
Public Accountant on June 1, 1992, the Company had paid up to the Hotel
in full of US $16,038,818 including the registered capital of US
$7,020,000. The 100% of the rights and interests of the foreign
investor in the Hotel are owned by the Company.
(3) The all investment interests of the Company are protected by the
PRC government.
6. (1) In accordance with the Land Use Agreement reached by Xian
Municipal Land Administration and the Hotel, the Hotel has the
rights to use the ratified Land for the CJV.
(2) The Hotel also has the land use right certificate granted by Xian
Municipal Housing Administration.
(3) All necessary approvals and consents made by the appropriate PRC
government authorities have been obtained for the Hotel to use the
land.
7. (1) The hotel (the real property) was built by using the investment
capital paid by the Company totally.
(2) The Hotel also obtain the real property title certificate granted
by Xian Municipal Housing Administration.
(3) All necessary approvals and consents made by the appropriate PRC
government authorities have been obtained for the Hotel to own the real
property.
8. All interests including profits, equipment and real property interests
and other rights lawfully held by the Company in the Hotel, are
transferable upon the consent of the Hotel CJV parties and the approval
of the appropriate PRC government authority.
2
<PAGE>
9. This opinion is limited to the matters addressed herein and is not to
be read as an opinion with respect to any other matter.
Yours faithfully,
China Legal Service (H.K.) Ltd.
Bai Tao
Attorney at Law of PRC
3
<PAGE>
ANNEX
1. The Agreement of the Hotel CJV (June 27, 1986)
2. The Articles of Association of the Hotel (June 27, 1986)
3. The Approval Certificate for the Hotel CJV, issued by Government of
Xian, (August 13, 1986)
4. The Business License of the Hotel, issued by the Administrative Bureau
for Industry and Commerce of PRC, (November 20, 1986)
5. The Verification Report, issued by Xian Certified Public Accountant,
(June 1, 1992)
6. The Land Use Agreement (March 10, 1990)
7. The Land Use Rights Certificate, issued by Xian Municipal Housing
Administration, (December 11, 1996)
8. The Real Property Title Certificate, issued by Xian Municipal Housing
Administration, (January, 1997)
4
<PAGE>
14th March 1998
BY FACSIMILE (2546 3910)
CONFIRMATION BY U.S. MAIL
Mr. Cheng Chao Ming
Messrs. King Yuen Investment & Development Limited
Rooms 1008-9, Shun Tak Centre,
West Tower,
Nos. 168-200 Connaught Road Central,
Hong Kong.
Re: King Yuen Investment & Development Ltd.
CERTIFICATE OF TITLE
Dear Sir,
We thank you for your request to give you our written legal opinion on the
chain of title in respect of the shareholding of King Yuen Investment &
Development Limited ("the Company").
From our examination of the following company documents given to us
including the following:-
1. Certificate of Incorporation of the Company No. 149352 dated 3rd April
1985;
2. Business Registration Certificate No. 09596337-000-04-97-4;
3. Annual Return of the Company for 1997 up to 3rd April 1997;
4. 4 sets of instruments of Transfer and Bought and Sold Notes duly
stamped all dated 14th March 1998;
1
<PAGE>
5. 2 Special Resolutions of the Company dated 6th March 1998;
6. Return of Allotments Form SC1 filed at the Company Registry on 10th
March 1998;
7. 2 Minutes of Extraordinary General Meeting of the Company on 6th March
1998 passing special resolutions; and
8. 2 Board Minutes of the Company dated 6th and 14th March 1998,
we now certify and confirm that:-
1. The Company's issued shares comprise of 100 non-voting deferred
shares of HK $1,000.00 each and 900 ordinary shares of HK
$1,000.00 each. The beneficial shareholders are as follows:-
<TABLE>
<CAPTION>
Shares Beneficial Shareholders
<S> <C>
1. 10 non-voting Cheng Chao Ming
deferred shares
2. 90 non-voting Wonderwide Consultants
deferred shares Limited
3. 900 ordinary shares Wonderwide Consultants Limited
</TABLE>
2. Since the 100 non-voting deferred shares only entitle the holder to
receive non-cumulative dividend for any financial year in which the
Company's net profits exceed HK $1,000,000,000.00, and do not
entitle the holder to receive notice of or attend or vote at any
general meeting of the Company, the 100 non-voting deferred shares
are of insignificant value and effect.
3. By reason of the aforesaid, we can say that practically and in
reality, Wonderwide Consultants Limited is the actual and only
beneficial owner of the Company through its ownership in 900
ordinary and 90 non-voting deferred shares of the Company.
4. Regarding your query about the reasoning for converting the original
100 ordinary shares into 100 non-voting deferred shares prior to the
allotment of 900 ordinary shares to Wonderwide Consultants Limited,
we advise that such scheme is mainly to "dilute"
2
<PAGE>
the previous 100 ordinary shares so that Wonderwide Consultants
Limited could acquire the Company with minimum effort and costs. The
main objective is to avoid stamp duty and to save time in the
assessing the stamp duty in respect of the transfer. This scheme is
most often used in transfer of shares of Hong Kong private companies
whereby there is no change in the beneficiary/ultimate owner of
shares but a change of legal owner of shares. However, this scheme
equally applies to all normal transfers of shares of private
companies.
5. The Chain of title is summarised as follows:-
Date Nos. of SharesShareholders
Before 17/10/97 99 ordinary shares Cheng Chao Ming
1 ordinary share Ching Kwok Leung
17/10/97 25 ordinary shares Xiong Paul Pingbo
25 ordinary shares Peng Cheng Zhi
50 ordinary shares Ching Kwok Leung
06/03/98 25 non-voting deferred Xiong Paul Pingbo
shares
25 non-voting deferred Peng Cheng Zhi
shares
50 non-voting deferred Ching Kwok Leung
shares
900 ordinary sharesWonderwide Consultants Limited
14/03/98 10 non-voting deferred Cheng Chao Ming
shares
90 non-voting deferred Wonderwide Consultants
shares
Limited
900 ordinary shares Wonderwide Consultants Limited
We trust the above will be useful to you. In case of queries, do not
hesitate to let us know.
Yours faithfully,
3
<PAGE>
Wilson L. Yeung & Co.
4
<PAGE>
14th March 1998
BY FACSIMILE (2546 3910)
CONFIRMATION BY U.S. MAIL
Mr. Cheng Chao Ming
Messrs. King Yuen Investment & Development Limited
Rooms 1008-9, Shun Tak Centre,
West Tower,
Nos. 168-200 Connaught Road Central,
Hong Kong.
Re: Jensen International Development Limited
CERTIFICATE OF TITLE
Dear Sir,
We thank you for your request to give you our written legal opinion on the
chain of title in respect of the shareholding of Jensen International
Development Limited ("the Company").
From our examination of the following company documents given to us
including the following:-
1. Certificate of Incorporation of the Company No. 138104 dated 22nd June
1984;
2. Business Registration Certificate No. 09087851-000-06-97-7;
3. Annual Return of the Company for 1997 up to 22nd June 1997;
We now certify that:-
1
<PAGE>
1. The Company's issued shares comprise of $200,000 ordinary shares of
Shares Beneficial Shareholders
1. 199,999 ordinary shares Cheng Chao Ming
2. 1 ordinary share Ching Wai Leung
2
<PAGE>
2. By reason of the aforesaid, we can say that practically and in
reality, Mr. Cheng Chao Ming is the actual and ultimate beneficial
owner of the Company through its ownership in 199,999 ordinary
shares of the Company and controls the Company.
We trust the above will be useful to you. In case of queries, do not
hesitate to let us know.
Yours faithfully,
Wilson L. Yeung & Co.
3
<PAGE>
