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TERRITORY OF THE BRITISH VRIGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT
(NO. 16 OF 2023)
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
Sino Star Ventures Limited
Incorporated the 27th day of October, 2023
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT, 2023
(the "Act")
MEMORANDUM OF ASSOCIATION
OF
Sino Star Ventures Limited
NAME
The name of the Company is Sino Star Ventures Limited.
COMPANY LIMITED BY SHARES
The Company is a company limited by shares. The liability of each member is limited to the amount from time to time unpaid on such member's shares.
REGISTERED OFFICE
The first registered office of the Company will be situated at the office of the registered agent which is at Trinity Chambers, PO Box 4301, Road Town, Tortola, Virgin Islands, British or such other place as the directors or members may from time to time decide, being the office of the registered agent.
REGISTERED AGENT
The first registered agent of the Company will be SHRM Trustees (BVI) Limited of Trinity Chambers, PO Box 4301, Road Town, Tortola, Virgin Islands, British or such other registered agent as the directors or members may decide from time to time.
GENERAL OBJECTS AND POWERS
Subject to Regulation 6 below the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the BVI Business Companies Act, 2023 or as the same may be revised from time to time, or any other law of the British Virgin Islands.
LIMITATIONS ON THE COMPANY'S BUSINESS
For the purposes of section 9(4) of the Act the Company has no power to:
(a) carry on banking or trust business, unless it is licensed under the Banks and Trust Companies Act, 1990;
(b) carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorising it to carry on that business;
(c) carry on the business of company management unless it is licensed under the Companies Management Act, 1990;
(d) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands; or
(e) carry on the business as a mutual fund, mutual fund manager or mutual fund administrator unless it is licensed under the Mutual Funds Act, 1996.
AUTHORISED SHARES
The Company is authorised to issue a maximum of 50,000 shares of one class with a par value of each.
(b) The shares in the Company shall be issued in the currency of the United States of America.
(c) Each share in the Company confers on the holder:
(i) the right to one vote at a meeting of the members of the Company or on any resolution of the members of the Company;
(ii) the right to an equal share in any dividend paid by the Company in accordance with the Act; and
(iii) the right to an equal share in the distribution of the surplus assets of the Company.
REGISTERED SHARES ONLY
Shares in the Company may only be issued as registered shares and the Company is not authorised to issue bearer shares. Registered shares may not be exchanged for bearer shares or converted to bearer shares.
AMENDMENTS
Subject to the provisions of the Act, the Company shall by resolution of the directors or members have the power to amend or modify any of the conditions contained in this Memorandum of Association.
We, SHRM Trustees (BVI) Limited of Trinity Chambers,
PO Box 4301, Road Town, Tortola, Virgin Islands, British in our capacity as registered agent for the Company hereby apply to the Registrar for the incorporation of the Company this 27th day of October, 2023.
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT, 2023
ARTICLES OF ASSOCIATION
OF
Sino Star Ventures Limited
INTERPRETATION
References in these Articles of Association ("Articles") to the Act shall mean the BVI Business Companies Act, 2023. The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all legal entities capable of having a legal existence.
SHARES
Every person whose name is entered as a member in the share register, being the holder of registered shares, shall without payment, be entitled to a certificate signed by a director or under the common seal of the Company with or without the signature of any director or officer of the Company specifying the share or shares held and the par value thereof, provided that in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.
If a certificate 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 the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a certificate.
SHARES AND VARIATION OF RIGHTS
Subject to the provisions of these Articles, the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, being not less than the par value of the shares being disposed of, and upon such terms and conditions as the directors may determine.
Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting or otherwise as the directors may from time to time determine.
Subject to the provisions of the Act in this regard, shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such shares may determine.
The directors may redeem any share issued by the Company at a premium.
If at any time the Company is authorised to issue shares of more than one class the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) 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 and the holders of not less than three-fourths of the issued shares of any other class of shares which may be affected by such variation.
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.
Except as required by the Act, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except as provided by these Articles or by the Act any other rights in respect of any share except any absolute right to the entirety thereof by the registered holder.
TRANSFER OF SHARES
Shares in the Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes a liability to the Company on the transferee. The instrument of transfer of a registered share shall be sent to the Company for registration.
Subject to the Memorandum of Association, these Articles and to Section 54(5) of the Act, the Company shall, on receipt of an instrument of transfer, enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution.
TRANSMISSION OF SHARES
Subject to Sections 52(2) and 53 of the Act, 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, save that and only in the event of death, incompetence or bankruptcy of any member or members of the Company as a consequence of which the Company no longer has any directors or members, then upon the production of any documentation which is reasonable evidence of the applicant being entitled to:
a grant of probate of the deceased's will, or grant of letters of administration of the deceased's estate, or confirmation of the appointment as executor or administrator (as the case may be), of a deceased member's estate; or
the appointment of a guardian of an incompetent member; or
the appointment as trustee of a bankrupt member; or