【正文】 COMPANY NO. [*****]THE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOF[****** HOLDINGS LIMITED](Adopted by special resolution passed on [?] 2022)PRELIMINARY1. The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2. In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means these articles of association as from time to time altered by Special Resolution。Auditors means the auditors of the Company。Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business。clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect。Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company。dividend means dividend or bonus。$ or dollars means Hong Kong Dollars。2 / 40the holder in relation to shares means the members whose name is entered in the Register as the holder of shares。Hong Kong means the Special Administrative Region of Hong Kong。in writing means written, or produced by any visible substitute for writing, or partly one and partly another and signed shall be construed accordingly。month means calendar month。Office means the Registered Office of the Company。Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory reenactment or modification thereof for the time being in force。paid means paid or credited as paid。Register means the Register of members of the Company。Seal means the mon seal of the Company or any official seal that the Company may be permitted to have under the Ordinance。Secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary。year means year from 1 January to 31 December inclusive。3. In these Articles:(a) unless expressly defined in the Articles, words or expressions that are defined in the Ordinance bear the same meaning as in the Ordinance but excluding any statutory modification of the Ordinance not in force when the Articles bee binding on the Company。(b) references to a document being executed include references to its being executed under hand or under seal or by any other method。(c) words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include corporations。(d) headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles。 (e) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them。(f) the word Directors in the context of the exercise of any power contained in these Articles includes any mittee consisting of one or more Directors, any Director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated。Construction3 / 40(g) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation。 and(h) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.PRIVATE COMPANY4. The Company is a private pany and accordingly:(a) the right to transfer shares is restricted in the 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 two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member。(c) any invitation to the public to subscribe for any shares or debentures of the pany is prohibited。 and(d) the pany shall not have power to issue share warrants to bearer. 本公司為私人公司，據(jù)此 (a) 轉(zhuǎn)讓股份的權(quán)利乃以下文所訂明的方式受限制。(b) 公司的成員人數(shù)( 不包括受雇用于公司的人，亦不包括先前受雇于公司而在受雇用期間及在終止受雇之后，一直作為公司成員的人)以 50 名為限。但就本條而言，凡 2 名或多于 2 名人仕聯(lián)名持有公司一股或多于一股的股份，該等人仕須視為單一名成員； (c) 禁止任何邀請(qǐng)公眾人仕認(rèn)購公司的任何股份或債權(quán)；(d) 禁止公司發(fā)行不記名認(rèn)股權(quán)證SHARE CAPITAL5. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by resolution determine or, subject to and in default of such determination, as the Directors shall determine.在符合本公司組織備忘錄規(guī)定，且不影響任何先前賦予現(xiàn)有股份持有人之特別權(quán)利之情況下，本公司可依特別決議批準(zhǔn)之不同類別股份，發(fā)行不同類別股份，附加優(yōu)先、劣后或其它特別權(quán)利予該股份，或限制給予股利、表決權(quán)、剩余股本之分配或其它(「 特別股」)Private pany restrictionsShares with special rights4 / 406. Subject to the provisions of the Ordinance, the Company may issue shares on the terms that they are, or at the option of the Company or the holder of the shares are liable, to be r