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Provided that: -

(i) In case the Society shall take or hold any property which may be subject to any trusts, the Society will only deal with or invest the same in such manner as allowed by law, having regard to such trust.


(ii) The objects of the Society shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.


  1. The powers set forth in the Seventh Schedule of the Companies Ordinance (Cap.32) are hereby excluded.

4. (a) The income and property of the Society, however, derived, shall be applied solely towards the promotion of the objects of the Society as set out in this Memorandum of Association.




  1. Subject to sub-clauses (d) and (e) below, no portion of the income and property of the Society shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Society.




  1. No member of the Council of the Society shall be appointed to any salaried office of the Society, or any office of the Society paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in sub-clause (e) below) shall be given by the Society to any member of the Council.




  1. Nothing herein shall prevent the payment, in good faith, by the Society of reasonable and proper remuneration to any officer or servant of the Society, or to any member of the Society in return for any services actually rendered to the Society.




  1. Nothing herein shall prevent the payment, in good faith, by the Society:




  1. to any member of its Council of out-of-pocket expenses;




  1. of interest on money lent by any member of the Society or its Council at a rate per year not exceeding 2% above the prime rate prescribed for the time being by The Hongkong and Shanghai Banking Corporation Limited for Hong Kong dollar loans;




  1. of reasonable and proper rent for premises demised or let by any member of the Society or of its Council;




  1. of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Society or of its Council is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part if its capital or controlling not more than a one-hundredth part if its votes.




  1. No person shall be bound to account to any benefit he may receive in respect of any payment properly paid in accordance with sub-clauses (d) and (e) above.

5. No addition, alteration, or amendment shall be made to or in the regulations contained in the Memorandum and Articles of Association for the time being in force, unless the same have been previously submitted to and approved by the Registrar of Companies in writing.


6. The liability of the members is limited.
7. Every member of the Society undertakes to contribute to the assets of the Society in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Society contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding HK$100.00.
8. If upon the winding up or dissolution of the Society 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 Society; but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Society under by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Society at or 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 provision then to some charitable object.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Society, in pursuance of this Memorandum of Association.





Names

Address and Descriptions

of Subscribers



Signatures



Au Sing Hong

22/F., Tower Six

China Hong Kong City

33 Canton Road, Kowloon

Assistant General Manager

(Operation)







Sydney Maurice Bone

Suite 1310-13,

Two Pacific Place,

88 Queensway,

Hong Kong

Director Actuarial & Asset Consulting







Chan Yun Lam, Frank

18/F., AIA Building,

1 Stubbs Road, Hong Kong

Executive Vice President & Actuary







Chan Wing Shing, Jacky

18/F., AIA Building,

1 Stubbs Road, Hong Kong

Assistant Vice President & Assistant Actuary







Joe Yu Leong Chan

23/F., Harcourt House,

39 Gloucester Road,

Hong Kong

Actuarial Manager








Cheng Koon Wing

31/F., Manulife Tower,

169 Electric Road,

North Point,

Hong Kong

Marketing Actuary







Cheng Tak Chi

19/F., AIA Building

1 Stubbs Road, Hong Kong

Vice President & Marketing Actuary







Robert Fok Tak Pun

27/F., Sun Hung Kai Centre,

30 Harbour Road

Wanchai, Hong Kong







Eddie Fong Kong Fai

22/F., Tower Six,

China Hong Kong City,

33 Canton Road, Kowloon

General Manger








Ip Chung Sang, Joseph

23/F., Harcourt House,

39 Gloucester Road,

Hong Kong

Managing Director











Names

Address and Descriptions

of Subscribers



Signatures



Ip Hong Man, Richard

18/F., Bank of East Asia Building,

10 Des Voeux Road,

Central, Hong Kong

Actuary







Terry Douglas Jenkins

24/F., National Mutual Centre,

151 Gloucester Road,

Wanchai, Hong Kong

Managing Director








Garth Brian Jones

2902 Great Eagle Centre,

23 Harbour Road,

Wanchai, Hong Kong

Life Manager








Robert Charles Latham

2902 Great Eagle Centre,

23 Harbour Road,

Wanchai, Hong Kong

Life Manager








Stuart Hamilton Leckie

27/F., Sun Hung Kai Centre,

30 Harbour Road

Wanchai, Hong Kong







Lee Tat On, Dominic

18/F., AIA Building,

1 Stubbs Road, Hong Kong

Vice President & Corporate Actuary







Lo Lai Kan, Vicky

Room 502, Citicorp Centre,

18 Whitfield Road,

Hong Kong







Russel Dean Lok

8/F., 8 Plaza,

8 Sunning Road,

Causeway Bay, Hong Kong

Actuarial Manager








Luk Kin Yu, Peter

31/F., Manulife Tower,

169 Electric Road,

North Point, Hong Kong

Financial Vice President & Chief Financial Officer








David John May

30/F., World Trade Centre

PO Box 30748, Causeway Bay

Hong Kong

Chief Executive








Hugh Gregory McMullan

601 EIE Tower, Bond Centre,

89 Queensway, Hong Kong

Regional Manager – Asia







Simon Poon Fun Chi

8/F., AIA Building,

1 Stubbs Road, Hong Kong

Vice President, Group Actuary











Names

Address and Descriptions

of Subscribers



Signatures



Nathan Potaznik

24/F., National Mutual Centre,

151 Gloucester Road,

Wanchai, Hong Kong

General Manager & Actuary








Danny Louis Quant

27/F., Sun Hung Kai Centre,

30 Harbour Road

Wanchai, Hong Kong







Trevor Charles Raper

30/F., World Trade Centre

280 Gloucester Road

Hong Kong

Chief Executive Officer








Dallas Reid

Level 18,

One Pacific Place,

88 Queensway, Hong Kong

Regional Actuarial Director








David Adam Shaffer

Suite 1310-13,

Two Pacific Place,

88 Queensway, Hong Kong

Consultant








Anthony Grahame Stott

27/F., Sun Hung Kai Centre,

30 Harbour Road

Wanchai, Hong Kong

Assistant Director & Consultant Actuary








Raymond Wai Man Tam

27/F., Sun Hung Kai Centre,

30 Harbour Road

Wanchai, Hong Kong

Assistant Director & Consultant Actuary








John Charles Vieren

Suite 1310-13,

Two Pacific Place,

88 Queensway, Hong Kong

Consulting, Actuary








Stanley David Vynder

Room 502, Citicorp Centre,

18 Whitfield Road,

Causeway Bay, Hong Kong

Chief Operating Officer








Yam Chi Fai

23/F., Harcourt House,

39 Gloucester Road

Hong Kong

Consulting Actuary












Names

Address and Descriptions

of Subscribers



Signatures



Yu Yuk Wing, Kenneth

Level 18,

One Pacific Place,

88 Queensway, Hong Kong

Technical Service Actuary








Yuen Moon Hing, Augustus

19/F., AIA Building,

1 Stubbs Road, Hong Kong

Assistant Vice President & Assistant Actuary





WITNESS to the above signatures

Christine M. KOO

Room 2106, National Mutual Centre,

151 Gloucester Road, Hong Kong

Solicitor

HONG KONG

Dated the day of 1993.





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