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THE COMPANIES ORDINANCE,(CHAPTER 32)

Company Limited by Guarantee and not
having a Share Capital

MEMORANDUM OF ASSOCIATION
OF
  FOUNDATION FOR THE CHINESE SENIORS OF THE WORLD LIMITED
中华长者世界基金会有限公司

  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.