TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004.pdfVIP

TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF Meadville Holdings (BVI) Limited A COMPANY LIMITED BY SHARES 1. DEFINITIONS AND INTERPRETATION 1.1. In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context: “Act” means the BVI Business Companies Act (No. 16 of 2004) and includes the regulations made under the Act; “Articles” means the attached Articles of Association of the Company; “Chairman of the Board” has the meaning specified in Regulation 12; “Distribution” in relation to a distribution by the Company to a Shareholder means:- (a) the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder in relation to Shares held by a Shareholder ; or (b) the incurring of a debt to or for the benefit of a Shareholder in relation to Shares held by a Shareholder, and whether by means of a purchase of an asset, the purchase, redemption or other acquisition of shares, a transfer of indebtedness or otherwise, and includes a dividend; “Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons; “Memorandum” means this Memorandum of Association of the Company; “Newspapers” means at least one English language daily newspaper and at least one Chinese language daily newspaper, in each case published and circulating generally in Hong Kong; “register of memb