1、The name of the Company is"Foundation
for the Chinese Seniors of the World Limited中华长者世界基金会有限公司" .(hereinafter
called "the Foundation")
2、The Company is a non-profit company.
3、The Registered Office of the Foundation
will situate in [address].
4、The objects for which the Foundation
is established are:-
(a) To maintain and conduct Foundation
for the Chinese Seniors of the World Limited as a purely and exclusively
for charitable, educational and aged people care-taking purposes;
(b)To carry out, establish, construct,
maintain, improve, manage and superintend, or to assist in the carrying
out, establishment, construction, maintenance, improvement, management,
or superintendence of any non profit-making school or college for
charitable purposes;
(c) To carry out, establish, construct,
maintain, improve, mange and superintend, or to assist in the carrying
out, establishment, construction, maintenance, improvement, management
or superintendence of residence, carring, transportation, health
centre and recreation for aged people for charitable purposes;
(d) To establish, undertake, superintend,
administer, and contribute to any charitable fund from whence are
made donations or advances to deserving persons who are engaged
in non-profit making educational pursuits and care-taking of aged
people pursuits, and to contribute to or otherwise assist any educational
and aged people care-taking institutions or undertakings;
(e) To provide services, equipment
and instruments, and lodging for the convenience of visitors in
the furtherance of the objects or any of the objects of the Foundation,
but this shall not be carried on as a business or done for profits.
(f) To take any gifts of property,
whether subject to any special trust or not, for any one or more
of the objects of the Foundation;
(g) In the furtherance of the objects
or any of the objects of the Foundation, to acquire, purchase, take
on lease or in exchange, hire or otherwise Lands, buildings, messuages
or tenements of what nature or kindsoever and wherever situate,
and also to invest moneys upon mortgage of any lands buildings,
messuages or tenements, or upon the mortgages, debentures,funds,
shares or securities of any corporation or company;
(h) To grant, sell, convey, assign,
surrender, exchange, partition, yield up, mortgage, demise, reassign,
transfer or otherwise dispose of any lands, buildings, messuages,
tenements, mortgages, debentures, funds shares or securities which
are for the
time being vested in or belonging to the Foundation upon such terms
as the Foundation may seem fit and in the furtherance of the objects
or any of the objects of the Foundation;
(i) To conduct, maintain, alter,
pull down and develop any house, buildings, or works necessary or
convenient for the purposes of the Foundation;
(j) To support and maintain on a
charitable basis such poor and needy persons as the Foundation may
from time to time determine and select;
(k) To invest the moneys of the Foundation
not immediately required upon such securities or otherwise in such
manner as may from time to time be determined;
(l) To refrain from all and any commercial
business and speculation and from interfering in politics and from
having any connection with any political body or party in Hong Kong
or the People's Republic of China.
(m) To do all such other lawful things
as are incidental or conducive to the attainment of all or any of
the objects set out above.
Provided that the Foundation shall not support With its funds
endeavour to impose on or procure to be observed by its members
or others any regulation or restriction which if an objects of the
Foundation would make it a trade union.
5、The liability of the members is
limited.
6、The income and property of the
Foundation wheresoever derived, shall be applied solely towards
the promotion of the objects of the Foundation as set forth in this
Memorandum of Association; and no portion there of shall be paid
or transferred directly or indirectly, by way of dividend, bonus,
or otherwise howsoever by way or profit, to the members of the Foundation;
provided that nothing herein shall prevent the payment, in good
faith, or remuneration to any servants of the Foundation, or to
any member of the Foundation or other person in return for any services
actually rendered to the Foundation but so that no member of the
Board of Directors or Governing Body of thd Foundation shall be
appointed to any salaried office of the Foundation, or any office
of the Foundation paid by fees, and that no remuneration of other
benefit money or money's worth shall be given by the Foundation
to any member of such Board or Governing Body except repayment of
out-of-pocket expenses.
7、Every member of the Foundation
undertakes to contribute to the assets of the Foundation, in the
event of its being wound up while he is a member, or within one
year afterwards, for payment of the debts and liabilities of the
foundation contracted before he ceases to be a member, and the costs,
charges and expenses of winding up and or adjustment of the rights
of the contributories among themselves, such amount as may be required
not exceeding One Hundred Hong Kong Dollars.
8、If upon the dissolution of the
Foundation there remains, after the satisfaction of all its debts
and liabilities, any property whatsoever, the same shall not be
paid to or distributed among the members of the Foundation, but
shall be given or transferred to some other institution or institutions,
having objects similar to the objects of the Foundation, and which
shall prohibit the distribution of its or their income and property
amongst its or their members to an extent as lease as great as is
imposed on the Foundation under or by virtue of Clause 5 hereof,
such institution or institutions to be determined by the members
of the Foundation before the time of dissolution and in default
thereof by a Judge of the High Court of the Hong Kong Special Administrative
Region having jurisdiction in regard to charitable funds, and if
and so far as effect cannot be given to the aforesaid provisions
then to some charitable objects.
9、True accounts shall be kept of
the sums of money received and expended by the Foundation, and the
matters in respect of which such receipts and expenditure take place,and
of the property, credits and liabilities of the Foundation; and,
subject to any reasonable restrictions as to the time and manner
of inspecting the same that may be imposed in accordance with the
regulations of the Foundation for the time being in force ,shall
be open to the inspection of the members. Once at least in every
years the accounts of the Foundation shall be examined,and the correctness
of the balance sheet ascertained by one or more authorized Auditor
or Auditors.
10、The powers set forth in the Seventh
Schedule to the Companies Ordinance are hereby expressively excluded
from applying to the Foundation.
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