E~ oRANDUM

AND ARTICLEs OF AssOCIATION

oF

WAH YAN oNE FAMILY FOUNDATION LI~ ITED

Incorporated the 17th day of November, 2004

Woo,Kwan,Lee
Hong KOng

si

Lo

s@ c@rs& b` r'cs

Rc printcd by

CARNIVAL PRINTING Co
Hong Kong
Tc

25440830
2007

Rcgistration No 934244

THE COMPANIES ORDINANCE(CHAPTER32)

SPECIAL RESOLUTION OF
VAH

Y~AN ONE FA ILY FOUND'VTION LI ITED

Passcd On14tla d y Of Scptcmbcr,2007

At an extraordinary general I eeting of the Co1npany duly convened and held at The Sports Club,

4/F,South China Bu ding, 1 Vyndha11street,Central,I ong Kong on Friday, 14September,2007

at7

00p In,the folIo ing special resolutiOn ofthe Company was duly passed

sPECIAL REsOLUTION
THAT thc regulations containcd in the document1narkcd has been produced to the meeting A and for thc purpose of identiication signed by the Chairman of the meeting, be and are hereby
adopted as the new rticles ofAssociation ofthe Foundation in substitution for and tO the exclusion ofd1e existing AliicIcs ofAssociation ofthe FoundatiOn.

(s .)Mr.Rev.Fr.Alfred

Deignan

Mr Rev Fr.Alft ed Dcignan (Ch rman ofthe mceting)

No. 934244

(COPY)
COMPANIEs ORDINANCE (CHAPTER32)
32

CERTIFICATE OFINCORPORATION

I hereby certify that

N
N

L Y
F

F
u

N D

L D T
N

is this day incorporated in Hong Kong underthe Companies Ordinance,and that

this company is Ii ited.

lssued by the undersigned on17NOVember2004.

(sd.)MIss R
f r

CHEUNG

rrnr rC %,n s

( )

HE

COMPANIEs ORDINANCE(CHAPTER32)

CoI pany LiI ited by Guaranlcc al1d not having a Sharc CapitaI

MEORANDU OF
OF

AsSOCIATION

WAH

N ONEF

L Y

ATION

ITED

First ~The nal c of the COIllpany is VAH YAN ONE FARIILY (hereinaRer hred to as he Foundation )

FOUNDATION LIMITED

Second ~The registcred Offlce ofthe FoundatiOn vill be situated in HOng Kong

Third The o ects fOr which tlle FOundation is established e

(l)

TO raise the general stand d of education in HOng KOng and to prOvide udellts in Hong Kong(in palticu a studcnts of Wah Yan College, Hong Kong and Wal1 hn College, Kowloon)with quality educ ion(both academically and in extr curricular acuvi es) To grant donations, scholarships, nnancial or material assistance, including paymcnt of
passages,travels,living a O ances and otI1cr incidental expcnses,and to subscribe ftlnds tO
individuals and instittltions for tlle fLl

(2)

h aIlce or attainmclnt of alay of tlle o ects0f tllc

FoundatiOn(in parucula.t students of Wah Yan COIlege,HOng K0ng and Wah Yan Collcge,

KOwloOn) (3) TO o aniSe,promote,particip dte and oLlt the following acjvities

(a) relief0f suffe"ngs ofthe poor,the agcd,the disabled,the sick,weaklings or children;

(b) (c)
(dl (e) (fl (4)

vocational, ienjfc,technical and otller cducation pro ammcs for chaHtablc

purpOses;

proviSion of books, equipments and student hcil ies tO schoOls,colleges and

universities;

SOCiad survey and sea hu ec for cducrational pu Oses; religious acjviJcs r the wolship Of dcity; reliefto ctims offlre,llood,famine,wa pestilence or other calamities

T0 SubscHbe or cont"bute to set up, estab sh, cOnduct and carry on nOn-proflt Iuaking
rcscarch institutions and organizations,hospitals,schoo1s,uni
charities ofall kinds and descriptions

ersities and places of learning,

(5)

T0grant pcnsions and gfat tics to any employecs or ex-employccs ofthe Foundation or the rclatives Or dcpcndants Of any such pcrsOns, and to establish or suppo assOciatiOns,

-1_

institutions,clubs,fJnds and trusts vhiCh luay be considered as beil g calculated tO benellt any
such persOns Or otl
ervise

advance tbe purposes oft11e FOundation

(6)

To unde ake and exccute any trusts which may seeI desirable or cOnducive to the o ectS Of
thc FOundation.
dS

(7)

To accept donations frOm any person,corpOration or insjtujon in thc advanccment or toW the attainment Ofthe above o CctS Or any0f thel

(8) GCnelal y to subscr e or gualantce moncy for aly charitable o ect or fOr any GhaHtable
ay purpose in any connectcd with the purposes ofthe Foundation or calculated tO ftllthcr its o eds

(9)

and To estab sh and suppo to aid in thc estab"sllI ent and suppolt O any other charitable estab|ishmcll alld institutions forl cd for 1or ally Ofthc o ec Ofthis Foundation

(10) TO acquire,accept leases o purchase,take,deve Op,Or otherwise hold and e oy any|ands, hatsOever nature or kind and vheresocver situatc for a" bu"dings,I essuagcs Or tenement Of or any ofthe O ectS ofthe FoundatiOn

(11) To acqui ,by purchase or otherwisc,gOOds and chattels of whatsOeVer nature or kind for all
or any ofthe o ectS ofthe Foundation~

(12)

For the purposes of the Foundation, to invcst l Oneys On deposit in any bank, fInancial or|d or in any gOvernment bonds Or r ortgage institutiOn in Hong Kong Or else vherc in the orld,or of any lands,bu"dings,l essuages Or tcnements in Hong Kong or eIse vherc in the arrants, bonds, shares or securities of any in debentures, debenture stOCk, stocks, fLlnds, orld. Such hcfe in the cOrporation or company carrying on business in Hong I<ong or eIse invcstments1 ay any time be varied.

(13) To Sell,let,mOltgage,or otherwise turn to acCOunt all Or any lands,buildings,messuages Or

tencments of Vhatsoever nature or kind and vheresOeVer situate vith a viev to the pro1 otion
ofits o ccts

(14) To diSpose of or turn to accOunt any goods and chattels of whatsOever nature or kind with a vicw to tlle promotiOn0fits o ccts

(15)

For the purposes of the FOundajon, to draW, luake, accept, endorse, discounL negotiatc,
eXecute, and issue bills of cxchange, pro1 1issory notes, and ot11er negotiable or transferablc
instruI ents

(16) Forthe purposes ofthe Found ion,tO borrow and raise moncy and tO securc Or dischafge any
debt or obligation ofthe Foundation by the issue ofdebentures,bonds,Imortgages Or any other sccuritics upon such tcrms and conditions as1 ay be thought nt by the Foundation. (17) FOrthc purpOses ofthe Foundation,to acccpt depOsits and pay interestthereOn. n and for chaHtab e purposes,to1end moncy( tO itS hether sccured or unsecured and upon such terms t alld cond"ons as may bc tllOugllt by tlle Foundation;or lb)as a 0nablc inv tmellt for
interest.

(18) F0r the purposes of the Foundau

bcneaciaries Or othcr charitable institutions

(19)

T0appoint any agcnts and to hire any emp1oyees to hold,adI inistcr and l anage all or any pa1t of thc property and asscts of the FoundatiOn on such terIns as tO remuneration or
ise as rnay be thOught flt. other

(20) TO indcm any member ofthe Foundation in lespect Ofany liabi ty incurred by him in any
acton in connecjon with the ftl herance Oftllc o ectS0ftlle Found ion.

(21) To d0all such Oth lawftll things as arc hcidcntal or conduci c to thc attainment ofthe above
Olt
}

iects.

-2~

P ro

ided tha ~ ect to any trusts,tllc

(i)

case the Foundation sha"take or hO|d any propelty which may be su n

rcgard tO such trusts

FoundatiOn shall on y dea| it11or invest thc sal e in such1 anner as a"o by ed a `,havhlg

(ii)

The powets set fo h in the Seventh schedule ofthc Companies Oldinance(Cap32)ShalI not
app y

to the FoundatiOn

FOulth ~The incOI c and propelty of the Foundation, vhcncesoeVer derived sha bc app ed so|ely toWards the promotion of tlle ooiectS of tlle FOundation as sct forth in this Mel oranduI Of Association; and no pOrtion t crcOf sha" bc paid or transferred directly or indirecdy, by of dividend, bOnus Or vay ot|ler vise ho sOcvcr by of pront,t the I eI be1 s oftl e FOundatiOn ay

PrOvided tllat nOt| iI1g herein sha" prevel11 thc paylnent, in goOd faith, Of reasOnable and proper
rel

uneration to any ofI icer or serVant of the FOundatiOn,Or to any I enlber Ofthe FOundation.ill rcturll fOr

any servicc actua"y rendcred to the Foundation,nOr prevent thc payl ent ofintcrest at a rate nOt eXceeding 2pcr cent above the priI e rate as quoted by The HongkOng al1d Shanghai Banking CorpOratiOn Lil ited fron tiI e tO til e on l oncy ent or reasOnable and proper rcnt for pre1 ises dc1 ised or ct by any l eI ber tO the F0undation but sO that no l cl bCr of the BOard of DirectOrs or GovcrniIlg Body ofthe FoundatiOn shall be appoi11ted to any sala1ied offlcc of the Foundation,Or any of ce ofthe Foundation paid by fees:
and that no reI uneration or Otl er bene t il11 oney Or nnOncy:s Ortl shall bc given by the FoundatiOn to
any I leI bcr

of such BOard or Govcrning Body except repay1 ent Of out-of-pOcket expenses and interest at
f0r prel ises deI lised or et to the Foundation ent

the rate aforesaid on l Oney lent or rcasonabIe and proper

Fifth The

ability

oftlle members is limitcd(as Set

lth in tlle sixth Clausc hereo)

l el ber of the FOundation undettakes to contribute to the assets0f the Foundation in the cvent of its behng ound up vh"e l c is a Iue111ber,Orvitllin 1year aRer he ceased to be a ln1eI ber,for
payI ent

sixth ~Every

of the debts and liab"ities ofthe Foundation cOntracted before he ccases to bc a membe

and of

tlle costs,cha and expenses of winding up,and for thc a uStment of tlle Hgllts of tlle cOntribLltooes al ong thel selves,such a1 ount as1 ay be required shall not exceed one hundred I ong Kong do"ars

Seventh upon the vinding up Or dissolution Ofthe Foundation,thefe rel f

ains,aRer the satis%ctiOn

of all its debts and liab ities,any property vhatsoevc the same shall not be paid to or distributcd among

thc melnlbers of thc Foundation,but sha be given or transferred tO sOl e other institution Or institutiOns having o ectS Sim to tllc o ects of J e Foundation and which shall p hibit the dist"btltion of its Or
their incOme and prOperty amongst its Or their llnel bcrs tO an extent at least as great as is il posed On the FoundatiOn under Or by viltuc of the foulth C ause hcreOf such institution or institutions to be deter lined

by thc members ofthe FOundatiOn at or beforc the til e of dissoIution and in default thereof by a Judge of the High Coult of HOng Kong Special Ad111inistrative Region having jurisdiction in regard tO charitable
fLlnds,and if and so%r as ef fect cannot be given to tlle afo said p vision tllen tO sOl e cha"tablc ot jects

-3_

We,the sever pe ons whosc nallles,addlesses and desc"ptions ale helcto subsCribe
dcsirous ofbeing fon cd into a Foundation in pursuancc ofthis
1cl

arc

orandu 1ofAssociation

Namcs,Addrcsscs and DCscriptions o

subscribcrs

J.)RCv.Al ed JOseph Dcignan

REV ALFRED JOSEPH DEIGNAN SJ

RiGci HaH93,Pokftllam ROad,

Hong KOng
Jcsuit Priest

(s

GEORGE ZEE CHICHUNG(

an Vah Co cgc,

)GCOrge Zcc Chi Chung

lOOn,Hong Kong 56Watrerloo ROad,Ko Jesu"Pricst

WI

lI

Datcd the27th day of octobe 2004. EsS to the signaturc of Rev.Alfred JOscph Deignan
( l)

S.J.

~
Hong Kong SAR

( )LAM
Solicito

WAI MING

Woo,KWAN,LEE&Lo~
So citors

27th Floo1.Jaldinc House, l Connaught Placc,Ccntral,

Hong I ong

Dated the28th day of octobe12004. WlTNESS tO the signature OfGeorge Zee Chi Chung

~
rls

)LAM wAI MINC

ong Kong SAR

solicitor,I

Woo,KWAN,LEE&Lo.
so c ors
27tla Floo Jardine Housc,

1Collnaugl Place,Cen al,

Hong Kong

-4_

I l I l {

We,the several persons vhOse names, addresses and descriptions are hcfeto subscribed, are desirous ofbchg fo into a Foundation in pursuancc ofthis Mcmorandum ofAssociation ~ ed

Namcs,Addrcsscs and DCscriptions of Subscribcrs

(s .)Ng

Chi Sing
)

NG CHIsING(
HOng Kong.
Chicf Opcrating omGcf

96Macdonnc ROad,Birch PlaGc, ood

35th F1oor,Flat A,Mid Lcvel,

.)Liu chak Van

)

LIU CHAK NN
12th FloO Macau

918,Av Amizadc,World Trade Cente

Busincss an

Dated the29th day of octobe

qt

2004

`Ess tO the signaturc ofNg Chi Sing

(S

)CHAN KA YIU

Business Executive
F1at A,12/F,,

PcHh Apalt1nents, 31,Pcrth S eet,

Kowloon
Dated the29th day of octobe
2004

Wl1NESs to the signaturc of Liu Chak Wan ~

(s')CHAN KA YIU
BusIness ExecLltive

F1at A,12/F,
Perth Apartments,
31,Perth street, Ko vloon

-5-

 e,tllc scver persons Whose names,add1 scS dd cHptons alc h eto subscribc are
des ous ofbeing fon ed into a FoLllndajon in pursuance ofthis Memorandu l ofAssochdon

Namcs,Addrcsscs and DCscriptions of Subscribcrs

(s .)Ng

Tin HOi Stcphcn

)

NG TIN HOISTEPHEN(
2A Trafalgar Court,

70Tai Hang Road,HOng Kong.

Company

anager

(sd.)PoOn Fuk FIay

PooN FUK HAY O )

Roo12007-2008,Lanc Crawford Housc, 70Queen s Road Central,HOng Kong.
PhysiciaIl

Dated the26th day of October,2004. WITNEsS to the signature ofNg Tin Hoi Stephcn _
(S .)LAl[ )`I WAI

ING

Hong Kong sAR Woo,KW1 N,LEE&Lo

solicito

so citors

27th F1oor.Jardine Housc,

l Collnaugllt Place,Central,

Hong Kong
Datcd the27th day of octobe 2004. vrNEss tO the signature ofPoon Fuk Hay _
(

O LAM WAI MING

sohcitor,Hong Kong sAR

/oo,KWAN,LEE&Lo.
Solicitors

27u1Fl .Jardine House,

1Comaught P1ace,Cen al,

Hong Kollg

-6_

 ,the several persons vhose names,addresses and descriptions are hcrctO subscribed, al c
desirous of being fo into a Foundation1pursuance ofthis Memorandum ofAssociation cd

Namcs,Addrcsscs and DCscriptions of Subscribcrs

(s )Cheung

CHEUNG HON KIT( )

27tll FIoo Paul 1Centrc,

Hon Kit

51Hung To ROad,Kwun TOng, KO 1oon,HOng Kong McrGhant

K 0

J)Kwan Cheuk K Willia1n N CHEUK YIN WILLIAM(

26th FIoo Jardinc IIOuse,

1Connaught Place,Central,
HOng J ong
Solicitor

Dated the28th day of Octobc 2004 ITNESS to the signature of Chcung Hon Kit

_
(

)LAM WAI MING

Solickor,Hong Kong sAR

Woo,KWAN,LEE&Lo.
Solicitors 27th Floo Jardine House,

1Connaught Place,Central,

Hong Kong

W NESs

Datcd the28th day of octobc 2004. to tllc sign ure ofKwall Chcuk Yin illiam
(s

1)LEE KA szE,CAR ELo So cito Hong Kong sAR

|

Woo,KWAN,LEE&Lo,
so c ors 27th Floo Jardine House,

1Comaught Place,Cen al,

Hong I ong

-7_

 ,thc several pcrsOns vhose names, addresses and dcscriptions are heretO subsCribcd, are ~ dcsirous ofbeing foHmed into a Foundation in pursuanCe ofthis Mcmorandum ofAssociation
Nan cs~Addrcsses and Dcscriptions of Subscribcrs

(s .)F0ng

Hup

FONG HUP(

) Housc16,45Island ROad, Dcep W er Bay, HOng KOng.

AcGOuntallt

(s .)Siu

H0i Ping Pau

SIU HOI PING UL( )

Flat B,16th F1oor,B1ock2,
Cyprcss COurt, Vorld- Vide CJardens,

2Lung Pak strcct,

shatin,Nc v TcrritOrics,

Hong Kong.
aIlaging DircGtor

VITNEss to the signaturc ofFong Hup ~

Dated the28th day of octobe

2004

(s

)LAM WAI MING

Solicitor,Hong Kong SAR

WoO,K KN,LEE&Lo
Sohcitors 27th FIoo1.Jardine House,

1Connaught Place,Ccntral,

Hong Kong
Dated the26th day of octobe r `ESS to the signature OfSiu Hoi Ping Pau
lS

2004.

)LAM WAI MING

sohcito so1icitors

Hong Kong sAR

Woo,KWAN,LEE&Lo.
27th Floo Jardine House,

1Connaught Placc,Cen

al,

Hong Kong

-8_

 ,the scveraI persons vhose names, addrcsscs and descriptions arc hcrcto subscribed, are desLous ofbeing fo into a Foundation in pursuance ofthis Memorandum ofAssociation ~ cd

NaI cs.Addrcsscs and Dcscriptions of Subscribc1

(M~)Tse Kanl Ming Laurcncc

TSE KAM MING LAU NCE

17th Floo1Ccntrc Poi
l

Gloucester ROad,Hong Kong McrGhant

(s .)LOh Sinn Ytlk JaI cs

LOH SIrSN YUK JAMES( )

17th Floor,Ccntre Poin1
C

louGester Road;Hong Kong.

crGhant

Dated the27th day of octobe 2004 wrNEss t the signature ofTse Kam Ming Laurencc _
(s

Hong Kong sAR Woo KWAN,LEE&LO

solicito

)LAM WAI MING

sohcitors
27th Floo Jardine Housc,

l Connaught Place,Central,

Hong Kong
Dated tbe27th day of octobe 2004. WITNEsS to thc signature ofLoh Sinn YLlk James

_
( )LAM
So1icito

WAI MING

HongI ong SAR

Woo,KW/AN,LEE&Lo.
Sohcitors 27th Floor.J dine House,

1Connaught Place,Ccntral,

Hong Kong

-9~

 ,the several pcrsons whose names, addresses and descfiptions arc hereto subscribed, are ~ desirous ofbeing fonued into a Foundation in pursuance ofthis Memorandulu ofAssOciation

Namcs,Addrcsscs and DCscriptions of Subscribcrs

(s

CHL NG

)Chung Ka Leung

KA LELlNG(

Room809,Lcighton Ccntrc, 77Lcighton Road, Causcway Bay,HOng Kong. Medical DOctor

Dated thc27th day of octobe 2004. NEss to the signature of Chung Ka Leung r

_
(

So1ic or,Hong

)LAM

WAI MING

Kong SAR

00,KWAN,LEE&Lo~ sohc ors 27th Floo Jardine House~

1Connaught Place,Central^
Hollg Kollg

-10_

THE COMPANIEs ORDINANCE(CHAPTER32)

Co1 pany Lilllitcd by Guarantcc and not having a Sharc Capital

ARTICLEs OF ASsOCIATION
OF

N LY
F
I

F
u

N D

L T T
N

General
l In t11esc prcsents d1e /Ords standing in d1c f1rst cOluIlln of the Tab e next hereinafter
if not COl1ta"led shall bear thc l eanings set opposite tO theI rcspcctively in the second co1uIlln thereo

inconsistent with thc su ect Or conte Vords

RIeanings
The B0ard of Directors forthe th e bcing ofthe Foundation. e bcing ofthe Foundation

The Board

Counc"
Directors

The ExecutiVe Counc"

r the til

Directors fI Om ti1ne to tillle ofthe Foundation

EIected Director

Any oftlle8Directors as ed tO in AIticle34(h)

The Found
Me1 bcrs

on WAH YAN oNE FAMILY FOUNDATION LIMITED

The members for the time being of the FOundation, including Founding Members,
ordinary MeImbers and other classes of McI bers as deflned in Article5.

Month
offlce

Calendar month
The registcred Of ce
for the til

e being ofthe Foundation.

The Ordinance
These prcsents

Thc Cornpanies Ordinance,Chapter32oftllc Laws of Hong Kong.

These Articles Of AssOciation,and the regulations of the FOundation from tilne tO tirne

ln rce
Sea

The conl uon seal ofthe FoundatiOn.

WYHK sMC

The represcntatiVe nOI inated by the school management cOI mittee of Wah Yan Co egc, Hong KOng tO thc Board, hose non1ination sha" be evidenced by an
instrument in vriting signed by and on behalfofsuch co 11nittee

WYHK
Superv1sOr

Thc supervisor of Wah Yan College,Hong Kong.

WYHK PSA

The rep scntativc

no1 in cd

by Wah Yan(Hong K0ng)Past students AssociajOn

Li 1itcd to the Board,

hose nO 1ination sha bc cvidcnced by an instrumcnt in riting

signed by and on behalf ofsuch corporation

VYB sMC

The represcntative nominated by the schoOl lllanagement committee of Wah Yan

l1_

inatiOn sha"bc cvidenced by an instrul ent CO ege,Kov|Oon to the Board vhose nO

il

riting signcd by and on behalfOf such cOm llttce.

WYK
SupervlsOr

The supclxlisOr of Vah

Yan CO"ege,Kow1oon

YK

PSA

Vah Yan Co"egc, KO vloOn Past Studcnts vhOse nOnlination sha be evidenced by an AssOciatiOn, Lil11ited to the Board, Vriting signcd by and on bchalfofsuch corporation instrumcnt in

The representative nonlinatcd by

AndvOrds denOting the singular number includc the plural nu1mber and l
Vords denOting the l asculine gendcr inc|ude thc fen1inine gender

c l,B` t/

Expressions 11sed in these Artic|es refcrring tO riting shall, unless the cont1 ary intention er appears, bc cOnstrued as inc|uding rcferences to printing, IithOgraphy, photography and ot l lodes Of
rcpresentil1g Or rcproducing vOrds in a visible forI
a

ccpt a prOvision for the appointment of a o\)) riting. requires that a cOI llnunication as bet veen the FOundation,its DirectOrs Or NIel bers be e=ected in of an electrOnic recOrd if ent l ay be satisfled by the co1 I uniCation being given in the forl the rcquire Whcrever any proVision ofthese Altic|es(e
the pcrsOn to ik/hol
tl

e cOI rnunicatiOn is given cOnscnts tO it bci1 g given to 1iI

in that fonn

Vhc ever any provision of thesc '`liicles requires d at a I eeting of the Foundation. its
E)irectors Or 1el bers be|1eld,thc requircment may be satisfcd by tl c I eeting being lleld b such la` ful ceting electronic I eans and in such l anncr as l ay be agreed by the FOundation in generall Unlcss the context other visc requircs, vords Or expressions used in these `rticles shall have the same meaning as in the Ordinance or any statutory l Odincation thereof in force at the date at ^hich these Altic es becol e binding On the FoundatiOn

2
3

The number of Membcrs

hich thc FOundation propOses to be registcred is unli 1ited vith

The Foundation is cstab shed for thc purpOses cxpresscd in the MemO andu 1of Association

4
ad1it to l

The subscribers to the Meluorandu 1of AssOciation and such Other persOns as the BOard shall

embership shall be Members

autol

The subscribers to thc Memorandum of AssOciation Of thc

/ill FoundatiOn

atiCa"y becOme the FOunding Me1 bcrs Or thc Ordinary Membe s or such Otlle

classes of lue1 bership Of thc Foundation as I

ay be dcter 1incd by thc BOard at the Rrst meeting Of the itted tO BOard after due incorporation of the FOundation NO corporatiOn sha in any circumstanCcs be ad

membcrship. 5 (al
owing c|asses of membcrship cOnsisting of There sha"be the fo

(i)

p FOunding Melubcrs being p sOns Whose applicatons for membe as FOunding Members are approved by thc I3oard Founding Members shall be entitled to
frol time to time b the Board

otc

at all general l eetings of the Foundation and the c1

iteria of eligibili0 lor being a

FOunding Member shall be deteH ined (ii)

rc Members

oldina Members being p sons whose app cations for membersllip a~s Ordina0
ote approved by thc Board. Ordinal, N/Iembers shall be entitled to gib"it for bcing an at all gcneral rncetings of the Foundation and the c"tcria Of e ordina Member shall be dctcrmined fl om timc to time by the Board and

(iii) o er dasses of Mcmbe (as may be dctillcd the BOard ullder Adick5(c))
being pcsons Whose applications for membe hip as such dasses of Membc arc approved by the Bo d. Such otller classes of Members shall be en0tled tO vote at
general1ncctings of the FoundatiOn and the criteHa Of eligib it fOr being such classes ofMembcrs shall bc detem incd f1 om umetotimc by the BOard
a

(bl

ThC FOunding Mcmbers,tlle Ordnarl /Mcmbes and otll

deter 1incd by the BOard shall have the same rights and priv

classes Of Membe
eges

as

12_

(c)

The Board shall deterl

sal e

ine f1 oIln til e to til e,in

its absolute discretiOn so1ong as the

the Nlcn1orandul and Articlcs of AssOciation and t11e Ordinance,the classes of lnlel bership,name y,the Founding McI bers,tllc Ordinary
is consistent
itl

Men bers and othcr c|asses Of Mcl bers as deterl iIled by thc Board

The rst

Mcmbers shall be

Rev Alfl ed J Dcignan S J.

George Zec Chi Chung( ) Ng Chi sing( ) Liu Ch Wan( ) Ng Tin Hoi stcphen( )
Cl cung

POOn Fuk Hay( ) HOn Kit( ) Kwan Cheuk Yin William( ) Fong Hup( ) Siu Hoi Ping Paul( ) Tse Kal Ming LaL ncc( RH) Loll Sinn Yuk James( ) Chung Ka Leung( )

7 deteH ine

ade Apphcation for nlcl bership shall be I in such fo1 l as the Board l ay frol tinle to ti1ne issiOn sha" be considered by thc BOard and lnlay be acceded to Or Every app"catiOn for adl

refJsed at their absolute discretion

8 9.

The rights and priv"egcs of a NIel ber shall be persOnal to hi1 self and sha not be
issib

transferable or trans1

A McIllber sha ceasc to be a Member

(i) riting given to thc Board,such resignation to If he resigns by onc mOnth s notice in
takc effect as at thc expiration of such notice Or on such earlier date as the Board may
dete nine

(ii)

If a spccial Reso1tIton is passed

I

the Genera

Mccung of tlle Foundajon Or a

resOlutiol1 of the BOard is passed at the I

eeting of thc Board to the effect that his

embership sha" be revoked, providcd d1at if 11is mc1 bership is sO reVokcd by

reso1ution Ofthe Board,hc is to have thc right of appeal to t11e FOundation in Gcneral NIeeting ("i) lfhe becomes bankrupt or compounds with his cleditOrs Or be found lunauc
Of unsOund I 1nd
r bccol es

GeneraI eeti gs

10

The FOundation sha

in each year hOld a gcneral1nccting as its Annual General Meeting in

addiu nt any Other meeungs in that year,and sl1all speci tlle mccjng such in the nojces calling it; and not l ore thal1 15 mOnths shall elapse bet vecn the date of one Annual General Meeting Of the

FOundation and that of the next

ithi11 Mceting
follo ving

PrOvided that sO1ong as thc Foundation holds its frst AnnuaI GencraI

181 onths of its incOrporation,it need not hOld it in the ycar of its incorporatiOn or in thc

year

The AnnuaI (3cneral Meeting shall be held at such ti1ne and p|ace as thc Directors shall

appoint

11

A" CIcneral Njcctings Other than Annual Gcneral Meetings shall bc called Extraordinary

Gencral Meetings. 12. Thc BOard may call an Extraordinafy Gcneral Mceting at such tillle and placc as they think ft and Extraordinary Gencral Meetings shall also be cOnvcned On such rcquisition,or in default1nay bc cOnvencd by such requisitionists,as provided by section 113ofthe(Drdinance

-13~

I3 An Annual General Meeting and an Extraordinary General Meeting ca ed forthe passing Of a special ResoIution shall be ca"cd by 21 days nOtice in vriting at the least, and a I eeting of the
FoundatiOn Other than an'`nnual Genera Meeting or an Extraordinaly General Meeting for thc passing of
Thc notice sha a SpcciaI Rcso ution sha be ca ed by 14days notice in riting at the least

be exclusive

ofthe day on vhich it is scrvcd or deemed to be served and Of the day for hich it is given, and sha
specify tlle place,tlle day alld tlle hoLlr of meeting and,in c"e of speci
that busi

business,tlle gen al nature of

less and sha" be given,in manner hcreinafter rnentioned or in such otllcr I

anner,if any1as may

be prescribed by the FOundatiOn in General Ieeting,tO such persOns as arc under these presents entit ed
to reccivc such noticcs frOl1n the FOundation Provided that a I ccting of thc FOundation shall: not ithstand" g that it is ca ed by sholter notice than that speci11ed in thcse presents,bc deel

ed to llave been du|y caHed ifitis so agreed~

(a) in the case of a l eeting called as thc Annua Genera Meej ng,by al|thc Mcl bcrs entitled to
attend and Votc thcrcat and

(b)

in the case of any other mccung,by a m rity in nul ber ofthe Members having a right tO attend and Vote dle mecjng being a m oH0together representing not less than95per cent
ofdle total voting rights ofallthe Mcmbers entitled to attend and vote at thatlneeting

14.
l

The accidenta

oI

ission to give noticc of a I eeting to, or the non-receipt of nOtice Of a

eeting by any person entitled to receivc notice shall nOt invahdatc thc proceedings at that Illeeting

Proceedings at(3eneraI R eeting

15. d1business shall be deeI ed special that is transacted at an Extraordinary General Meeting, and alsO a"that is transacted at an Annual General Meeting, vith the exception of the consideration of the aGcounts, balance sheets, and the reports of the E)irectOrs and Auditors and the election of Directors and

Auditors
16
sha be tvo

No busincss shall be transactcd at any Gcneral Meeting unless a quorul

is present hen the

111eeting proceeds to business and continues to bc prcscnt until the conclusiOn OftI1e llnccting.

The quOrum

Members prescntin persOn or by proxy

A NIembcr sha"be deemed to be prescnt at a general

meeting if he participatcs by tclephone or other elcctronic mcans and all Members palticipating in thc
l

ccting are ablc to1 car each Other

it11in iReen 17 If 1inutes frOn1the tirne appointed for the holding of a Gencral Meeting a quorum is not prcsent,the Iueeting,if cOnvencd On the requisition Of MeIubers,shall be dissolved In any other case it sh land a Oumed to tlle samc day in the ne week,at tlle same time alld pIace,or at such other place as the Chairl an shal appoint,and if at such a ourned meeting a quorul is nOt present within flfleen 1inutes9onn the tiI e appointed for holding the1 ccting the Members present in persOn shall be a

quorum
18 With tllc consellt Of any meeting at which a quorum is presellt,dlc Cbmrman may a oum tlle ccting90n ti nC to ti1ne,and fro1place to plaCe,as the rneeting shall deterl ine Vhcncvcr a Inccting iS a o"ncd br30days Or m e,nodce oftlle a ourned meeting sha l be given in tllc mmc mann as of an original meeting Save as aforesaid,no person shall be entit ed to any nouce fan a Ournl Cnt,or of
l

tlle business to be transactcd at an a oumed meeting.No business shall be transa

m cc

ed at any a

o"ned

ng otllcr than the business left unfnishcd atthc meeting iom which the a ourm ellt toOk p1ace

19

The Chairman(if any)oftlle Bo d shall preside at eve General MeeJng,bLlt if there be no

vithin fIfteen linutcs after thc tiIne appointcd

such Chairman,of if at any Inccting hc shall not be prescnt

r holding thc same, or sha number to preside.

20.

bc un ling to prcsidc, the Mcmbcrs present sha

choose onc of thcir

At all Gcneral Meetings a resolution put to the vote ofthc

neCting shall bc decided on a sho

-14_

of hands by a m OHty0f tlne Mcmbcrs plesent in person and cnutlcd tO vOtc,unl s bc Or upon the declaration of thc resu|t Ofthe shO of hands a po" be del anded by any Mel ber present in persOn Or by
proxy,and unless a poll bc sO del anded a dec|aratiOn by the ChaiHnan ofthe I
eeting tl

at a rcsOlution11as

icular m ority,or lOst,Or not CarHed by a palticu|ar l o"ty, linute book of the Foundation sha" be conclusive shall be cOnclusive, and an entry to that el fect in the

been carHcd,or has been carried by a pa

witl

evidence thcrco such reso|ution~

out proof Ofthe nulnbcrs Or propoltion ofthe vOtes recOrded in favOur ofor against

21 If a pOll be demandcd iln l anner aforesaid, it shall bc taken at such tiI c and place, and in such1 anner,as the ChaiH an Ofthe lueeting sha" direct,and the result of thc poll shall be dccl cd to be vas thc rcso|utiOn oft11c I ceting at vhich the po deI anded~

22~

No poll sha"be deI anded On the clection of a Chairl an Of a111eeting,or on any question of

adlournment
23 1n thc casc ofan equality ofvOtesi eithcr on a sho /ofhands Or on a po ,the ChaiHllan Oftlle

meeting shal|be entided to a second or casjng vote in addijon to the vote(if any)tO which he may be
entitled as a Me1 ber

24

The deIlland of a po"sha"nOt prevent the continuance Of a l

ccting for thc transactiOn of any

busincss Otl cr than the question On vhich a poll has been deIllanded

Votes of R

embers

25

Upon a shO of hands cvery NleI ber present in pcrson sha" have one vote and upon a po

have one Votc. At any General Mecting if a MeI ber ed to one vote at present in persOn sha"hOld proxy for one or Inore ofthe Membcrs,hc Or she shall be entit such meeting in respect Of cach and evcry NIeI ber frol11vhOlll he or shc l o1ds a proxy in addition to11is Or evefy Member present in person Or by proxy sha
her o vn

vOte as a Memberin l is Or her O vn Capacity.

riting under the hand ofthe appointer or Ofhis The instrul ent appointing a prOxy shaH be in attorney du|y authorized in riting. A prOxy need not be a Mel bcr ofthe Foundation~

26

wl icl

27. Thc instrument appointing a proxy and thc po ver of attorney or other authority,if any,under it is signcd, or a notarially certifled cOpy of that power or aut11ority sha be deposited at the
ed for that purpOse
ult the

ithin Hong KOng as is speci rcgistercd of cc ofthc Foundation or at such Otller placc
a Ourned
instruI

in the notice convening tl c nleeting, not |ess than 48 hours bcfore the tillle for holding the Imeeting or

meeting,at which the p sOn named in the in rumelnt proposcs to Votc,and in dc

ent of proxy sha"nOt be treated as valid.

28.

An instrument appOinting a proxy sha

be in the follo ving for1 or a form as near thcrcto as

circuI stances adn1it

VAH

YAN ONE FAhIILY FOUNDATIoN LIMITED

I, Of bcillg a Mcmbcr ofthe Foundation,hereby appoint of

or fa"ing hi1m,

of

as my prOxy to votc r mc On my behalf at tllc(annua10r extraordinary,"the case may be)general d y Of l ccting0fthe FOundation tO be held on the ,and at any
a Ownmcnt tllcrco

Signed this

day of

29 Whcrc it is desircd to afford embcrs an oppoltunity of voting for or against a rcsolution,thc ing form or a form as near thereto as circumstances instrument appointing a prOxy shall bc in the follo

admi

-15_

VAH

YAN ONE FAMILY FOUNDATION LIM1TED

nJ

I,

Of

being a Member Ofthc FOundation,hereby appoint

or failing hil
,

Of Of

^ ,

as my prOxy to vote forl e on l y behalf at the(annua1or cx aordinary,as the case may be)gel1eml meeting Ofthe Foundation to be lc d on thc day of ,and at any
a oummentthe

oR
day Of

signed this

is

tlbed

Un ess Other vise instructed,tlle prOxy

v l

vOte as he thinks ft.

strike Out vhichcver is nOt desired"

30
de1 anding

The ins"tlmellt appOinting a p xy sha be deemed to confcr atlthori to demand orjoin in

a poll

31.

A vote givcn i11 accordance vith the terIns of al1 instruI ent of prOxy shall be va d
the prcvious deatl

not Vithstanding

or insanity ofthe principal Or revocatiOn ofthc prOxy or Oft11e authority

undervhich the prOxy vas cxecuted, or the transfer of the share in respect of

vhich the prOxy is given,

provided that no inti1nation invriting of such death,insanity,revocation or transfcr as aforesaid sha

I

have

been ceived by tlle FOundation at the omce be le thc commcncemellt of tlle mceJng Or a ourned
eeting at hich the proxy is used

Directors
32 Thc number Of Directors of thc Board shall not be less than t or111ore than fftecn. o No

Director ofthc Board shall be required to vacatc Offce or be ine

reason only Of his or hcr havil g attai11cd any pa icu|ar age

gible for re-election Or re-appoint1 ent as

a Director ofthe Board and no pcrsOn shall be incligible for appOintlnent as a E)irector Of the Board by

33 The flrst Directors ofthe Board(as approved by Rcv.Alied Joseph Deignan

Rev Alfred J~Deignan s J.

J.)shall be

George Zec Chi Chung( )

Kwatl Cheuk Yin WilIiam( )

Fong HLlp(

Cheung Hon Kit( )

Ng Tin Hoi Stcphen( )

Poon Fuk Hay( ) s) To L Che Patrick( ) T Ka Ming Lalllence( )

Siu Hoi Ping Paul(

Loll Sim YLlk J es(

Chung Ka LeullDo( )
34, Upon thc adoption of thcse Articlcs,thc Board sha

comprise of not1nore than 15Dircctors

of which
(

1D ector

shall be Rcv.AlfI

cd J.Dognan S.J. ,failing him,any oth pcrson

nominated by The Society ofJesus in Hong Kong;

o) 1Dircctorshdlbe WYHK sMC; -16~

(c) (d)
(e)

1Director sha"be WYK SMC; 1Di 0rshd|be WYHK supclvIso

l Dilector sha be WYK SupcIvisOG

(0
(

1Diredor sll lbe WYHK PSA; 1Dilectol shall be WYK PSA;and

;)

(h)
35~

Su C t0AliiClc40,8otll Directors shall be as ele ed by tllc Mcmb s

FoundatiOn

of tlle

AE)irectoris not required to be a N/Iel bcr Ofthe FOundation~

36~(a) ThC

rSt Directors of the BOard who are appointed by these presents shall ho|d Ofnce

for a teH unt the third knnua General Meeting of thc FOundation and at thc third Annual General Meejng oftlle Foundation be su ect t0 ti mellt ptlrsuallt to A icle3

(b)

The Directors of the BOard(other than the frst Directors)who are elected by the
hold of6ce for a te"ll unt the third Annual
ect to

Members priOr to the t11ird Annual General Meeting sha

retirelment pursua1

Gener Meeting ofthe FOundation and at tlle tllil d Annual Gen Meeting oftlle FoundatiOn be su
t to AlticIe37;and

(c) Any Dircctor who is appointcd by tlle Board prior to the third Annual Gcncral Mecting
of the FoundatiOn shall retirc frO 1Offlce at thc third Annua CJeneral Meeting ofthe FOundation but shall be eligible for re-electiOn in accordancevith'`fticle37.

37. Su c

to Alticle36,at cach Annual General Meejng,a l tlle Eleded Dirc o r tlle jmc

being sha"retirc from of ce '`rctiring Elected E)irector sha"be eligible for re-election~ 'uly pcrson so 1ong as he he%lls witllin any ofthe catcgory(a)t0(g)0fAlticle34,shall remain as Dircctor and shall not bC Su e tO retiremellt or otllerwise.For avoidance of doubt,if any peson ccases to be within any c cgo ( to(g)of Article34,he/she sha fo hwitll vacate tllc omcc of Dire Or 38. A rctiring DircctOr of thc Board shall act as a Director of the Board throughout the meeting

at vhich he retircs

39

Su ecttO

A cles32,34(h)alld40,tlle Mcmbers oftlle Foundauon

any Annu Getl al

Meeting or at any General Meeting Inay elect any persOn to be an Elected Director 40 NO person shall,unless recO 11 ended by thc BOard for elcction,be c"gible for electiOn tO the offlce of Elected Difector ofthe BOard at any General NIccting

41

The Board may repay to any DirectOr of the Board all such reasonable expenses as he1 ay
hich he may other vise incur in or about

incur in attending mcetings ofthc Board,Or General Meetings,or thc busincss ofOr in promoting the purposcs ofthe FoundatiOn.

Power of(he Board ofE)irectors

42. Thc busincss ofthc Foundation sha be managed by the Board of E)irectors may pay a ho

such expcnscs o

and prelimina and incidental to, tlle proluOtiOn, formation, cstablishment and

registratiOn Ofthe Foundation as they think ft,and may exercise all such po vers ofthe FOundation,and do on behalf ofthe Foundation all such acts as may bc exercised and donc by the FoundatiOn,and as are nOt by the Ordinance or by these presents rcquired to be exercised or done by the Foundation in General Meeting,su ect neve heless to any regul ions ofthcsc p scnts,to thc provisions of tlle Ordinance,and to such rcgulations,bcing not inconsistent vith aforesaid regu1ations Or provisions,as1nay bc prescribcd by the FOundation in General Meeting,but no rcgulation made by the FoundatiOn in Gcncral Meeting shall inva date any prior act ofthe Board vhich vOuld havc bccn alid if such rcgulation had nOt been rnade 43. Thc Board1nay excrcisc aH the po ers Ofthe FoundatiOn to bOrromOney and to I ottgagc

and charge unde aking, property and assets, and to issuc dcbcnturcs, dcbcnture stock and other s
sccuri"es whcther OLltright or as co11atcral curi~for a debt,liabili Or o ect Oftbe Foundation.

-17_

44.

The continui11g Dircctors of thc Board may act not Vid1standing any vacancy in their bOdy;

prOvided alvays that in case the E)irectOrs of the Board shall at any tiI e be reduccd bc1o v the numbcr nxed by Or pursuant to these presents, it sha be vful fOr thel tO act as thc Board for the purpose of a incrcashlg the nu1 bcr of Directors to that nuI ber or Of sul moning a General Meeting but not for any
otller purpOsc.

Secreta 45 Thc B0ard 1 ay

flon1 til e tO til

e by resolution appoint a sccrctary upOn such teHms and

tlle BOard may tllink tand any p sOn sO appOillted sh for lthe p poses of thcse presents be dccl ed during thc terI of his appointI ent to be the secretary and the Board lllay reI Ovc any persOn so appOiI tcd su ect to sLlCh ConditiOns

seal and Cheques

46. Thc Seal of the FoundatiOn sha not be afflxed to any i! strument eXcept eitl)er by the authority of a resOlutiOn of the Board or(if the Board shall cithcr gcnerally or in any palticular case so reso1ve)by the authority of a rcso1ution of the Exccutive Council hereinafter mentioned,and in the plesence ofatIeasttwO Diredos ofthe BOard ortwo pclsons authorized by such CounciI(as the case may be)and the said Directors Or suCh pcrsOns sO authoHzed by d e Council sha sign every instrul ent tO
vhich the seal shall be sO afnxed in their presence,such signaturcs shall be conc

usive evidence ofthe fact

thatthe sea|has been propedy afRxed 47 Thc Foundation s banking accOunt sha be kept it|l such bankcr or bankers as the Board
e deter1 iI1e

shall f1 OIu til c tO til

Disqua flca(ion of embers of(he Board

48. The offlce Ofa Diredof Oftllc BOard shall be s@f/Jcr@vacated ~ (i)
(ii) (iii)

If he bc found lunatic or becomcs of unsound mind,Or

Ifhe becomes bankrupt or suspends paymcnt or col pounds with his c ditos,or

If he becomes disquahfled or prohibited fronl being a director by rcasOn of any order l adc under Pa IVA ofthc Ordinance,or
Ifhe is rcl OVed by the Foundation underthe prOvisions ofAlticle49hcrco or

(iv)

(v)

If by notice in wo"ng to tlle Foundation,he r igns his offce

49 The Foundation lmay by ordinafy ResOlution in generaI I eeting removc any Dircctor ofthe BOard beforc the expiration Of his periOd of offlce, and may by Ordinary Resolution in general l ecting
elect anothcr qualifed persOn in his stead,butthc persOn sO elected sha hold of cc during such tiI c Only as the E)irector of tlle Board in hose placc he is elected vould have held thc same if he had not been

remoVed

Spccial notice is required of a reso1ution to remOve a E)irector or to clcct sOmebody in placc of

aE)irectOr sO rel oved at the1 eeting atvhich he is removed

Proceedi gs ofthe Board

50.

The Board 1uay mcet together in Hong Kong or clsc vhere outside Hong KOng for thc
Unless other
vise deterlined,thrcc E)ircctors prcscnt in

dispatch Of business,a oum or otherwise rcgulate their meetings as they think flt,and determine the
quorum necessary for the transaction of business.

pcrsOn shall be a quorum. A E)ircctor sha be deemed to bc present at a mceting of Directors if hc paHicipates by tclcphone or Other e1ectrOnic1ncans and all Directors pa11icipating in the1neeting are able to he each otller.QuesJons arising at a meeting shall be decided by a m ori9of vot .In ca Of an
cqua ty ofvotes the Cbairlllan shall have a second or casting vote.

su 11nOn

51. At the rcquest of a DirectOr of the Board,the secretary or thc E ircctor shall, at any tillle a mecting ofthe Board Noticc thercof shall bc gi cn to cach Director either in vriting Or by

tclcphone or by facsiIn e,or by sending or trans 1itting it as an electronic co 11nuniGation at the address or

_ 18_

telephonc,facsi1n"e or elcctrOnic nul

tO ti1 e

ber Or electronic addrcss Or computer nct vork or ebsitc fronn tirne nOtifed Or supp"ed to the FOundation by such DirectOr Or in such Odler l anncr as the Board11nay

iom ti1 c t0ume determine.A DircctOr who is absent ft o1 Hong KOng sha nOt be entitIed to rcceivc notice of a mccting vith the exception ofthOsc Dircctor vhO has given consent to the Foundation to accept notice by means ofelectronic I11a"~

52 The Board shall Om time to tiIlle elect a Chairman sha"prcside at a meejngs ofthc ho Board atvhich| e sha" be present,and l ay deteH ine for periOd11e is tO llOld Ofncc,but if nO such hat Chairman bc clected,or if at any l ecting the Chairman be not prcscnt vithin fReen1 inutes after the ti1 e appointcd for holding a rnceting,the Directors Ofthe Board present shall choOsc One Oftheir numbcr to be the Chairman oftl c leeting
53 A l eeting ofthe DirectOls ofthe Board f0r the tiI e being at hich a quoruI is present shall be col petent to cxcrcise a" the autl orities, po crs and discretiOns by or under the rcgulations of the
FOundation for the tirne being vested il1the BOard genera"y

54. The BOard I ay deIcgate any Of thcir pO vers tO cOI llnittccs or sub-cOI111 ittees consisting of such E)irector Or Directors Ofthe Board as they think nt,and any COnll11ittee so forI ed shaH confornl to
any I egu ations

irnposed on it by the Board The l eetings and prOceedings of any such co11n 1ittce shall be govcHled by the provisions ofthese presents for regu ating the1 eetings and proceedings ofthc Board The BOard l ay disso|ve any such collnl ittee or sub-co111I ittee and revokc the pO vers

so far as app cable and s0far as the saI e sha"not be supcrseded by any regulations madc by thc Board

as a rcsaid.
delegated to it.

Vithstanding `ll acts bOna fde done by any pcrsOn acting as Director ofthe Board,shall,not ards discOvered that therc vas sOmc defect in the appointI ent Of any such DirectOr or pcrsOn acting as afOresaid,or that they or any ofthenl vere disqualined,bc as valid as if cvery such persOn had bcen duly appointed and vas qualif^ed to be a Dil^ectOr ofdne Board~
it be after

55.

56. Thc Board sha cause propcr1 inutcs to be made of the proceedings of all1 eetings,of the Foundation and of the Board and of co ll ittecs of the Board and of the Executive Counc hereinbcforc 1 entiOned,and all business transacted at such I eetings,and any such minutes of any meeting if purpo1iing to be signed by the ChaiH an of such meeting or by the Chairl an ofthe next succccding rneeting,shall be conclusivc evidence ithout any fulthcr proofofthe facts therein statcd.
57. A reso1ution in riting signed by all thc Directors for the ti1
c being Or a the members of

any com 1ittec of the Board or of the Exccutive Counc

, sha be as va d and effectual as if it had bccn

passed at a mccting Ofthe Board or of such co llnittee or of such Counc duly convcned and constitutcd Such reso1ution in riting may consist of several documents, each signed by onc Or mOre [)irectors Or me1 bers ofany cOllll ittee ofthe BOard Or ofthe Executive COunc".

Executhe Counc
thcir po vers

58. Witl1otlt pr udice to tlle pOw s h cinbefo cOnfe ed upon tlle Board to delegate alay of to col11mittce of the Board,thc Board Iuay estab sh an Exccutive Counc and may appoint any persons(whether Directors ofthc BOard Or Membe oftlac FOundauon rn 0tO be membcrs ofsuch

Council(provided tllat a I 0"~number of members of such Council shall bc Directors),and Ox their m un aton bLIt su ect to clause Fou h of tlle Memoratldum of AssOciation,alld m y dclcgate to such

Council any ofthc powers,authorities and discrctions vested in the Board(cxcept the pOwer of admitting Members ofthe Foundation or of q ring Members Oftlne Foundation to resign or to appoint Directos), pO tO subdelegatc,and Imay authorise the mcmbcrs ofthe Executive Counc vith er to act not vithstanding vacancies in thcir bOdy,and such appoilltment or delegation may be madc upon such tcrms and su ect to

such conditions as the Board may think ftt and the Board may rcmovc any persOn so appointcd,and may
annul or vary such dclcgation,but nO persOn dealing in goOd faith and ithout notice Of any such remOval,
annulrnent or Variation shall be affected thercby,

AccOunts
59. The Board sha11cause prOper books of accountto bc kcpt ith
respect to

- 19_

(a) (b)

The assets and liab"ities ofthe Foundation; ThC suI s

of l

oney received and expended by the FOundation and the111atte

s in respect of

hich such receipts and expenditure takc placc;al1d

(cl

A other mattcs n essaly for shOwing tlnc truc and condition ofthe FOundajon. c
unt sha I be kept at tllc Omce, r su

60.The bOoks of ac
Ordil

ect to section121(3)of the

ancc, at such Otller place or places as thc BOard sha inspcction Oftllc Dirccto1 s ofthe BOard

think ft, and shall al ays be opcn tO tl e

61 The Board sha"fl ol tiI e tO time dete" ine 11ether and to til es /hat ^/hat extel1t and at and places and under hat conditiOns Or regu|ations the books and accounts of the FOundation or any of
the11n shall be open to the inspection of NleI bers;and nO N/lcI ber sha" have any I ight Of inspecting any

bOOk or account ofthe FOundation except as confcrrcd by any Ordinal1cc Or aut orised by the Board or by
the FOundation in General N/Iecting

62~ A copy of cvcry balance sheet(induding evely docul cnt required by law to be annexed
tllereto)which is to be aid bclc the FoLllldajon in Gclncral Mccting,together widl a copy of tlne
Directors repolt and a copy of the auditol^s
the l

repolt,shall nOt lcss than t el1ty-One days before the date of

ecting be sent to every Me1 bcr oftl e Foundation

PrOvided that this Altic e sha not require a copy of those docuI ents to bc sent tO any pe1 sOn of

hose address the Foundation is nOt axs`are

Audit
63. Auditors shall be appointed and their duties regulatcd in accOrdance vid1scctions 131, 132, 133, 140,140'` I40E and141 ofthe Ordinance

Notice
64 A notice Or document1nay be served or dehvered by the Foundation upon any rVqember eit11cr
Ie1

persOnally or by sending it through the pOst in a prepaid letter,addressed tO such l

ber at his registcred

address as appearing in the register of Members of the FoundatiOn or by sending or transnlitting it as an

elcctronic col municatiOn to such Member at such telex or facsh iIe transmission nu ber or eIcCtronic

number or electronic address Or cOluputer nct VOrk or vebsite supphed by hi1

to the Foundation for the

giving ofnotice Or document frOnl the Foundation to hilll to the extent per 1itted by,and in accordancc ith

the Ordinance
hcreinbefo atlthorized to(a) 65.Notice of cvery Gcneral Meedng shaIl be given in tlle mann ev y Member except thosc Mcmb s who lllaving no giste d ad ess witllin Hong Kon have not

supplied to the FOundajon an address within Hong Kong r the giving of nOtices to thel ,and(b)the
auditors for the tirne bciIlg of thc Foundation. No otlner persOns sha be cntitlcd to receiVe notices of

General Mcctings.
66 Any notice, if scrved by post shall be deemed to have been served on the day on hich the
cient to

letter containing the san c is put into the post ofnce,and in proving such service it shall be suf

provc that thc lcttcr containing thc noticc properly addrcssed and put into the pOst of as

ce as a prepaid

lcttcr, if scnt Or transl11itted as an clcctronic co ll unication shall be decI cd to have been served or de"vcred at thc ti1nc Ofthe relevant dcspatch or transn11ss1on,

di g Vi

Up

vound up by a Special Resolution passed at an Extraordinary 67 The Foundation may be ith Gcncfal Mccting a quOru1u oft o-thirds of the Members of the Foundation. The provisions of the vinding up Or dissolution of the seventh Clause Of the Memorandulu of Association relating to the
Foundation sha have effect and be observcd as ifthc samc
I

rcpeated in these2`rtic es crc

demn y

68

Save and except sO%r as thc provisions ofthis Article shall bc avoidcd by any provisions of

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any Ordinancc,the E)irectOrs of the Board

the membcrs ofthe Executive Counc",Auditor,Sccrctary and

othcr ofncers f r the ti1 e being ofthc Foundation acting in relation to any ofthc affhirs ofthe FOundation

and thcir rcspective executors or ad1tlinistrators,shall be indemnifled and secured harmless Out ofthe assets

Ofthe FOundation frol and against a"actions,costs,Charges,1osses,dal ages and cxpcnses hich they Or any ofthc 1,their Or any of their executors Or adlllinistrators,sha or rnay incur or sustain by reasOn of any act done, concurred in,Or on1itted in or about the executiOn Of their duty or supposcd duty in thcir respective of ces Or usts,eXccpt such(if any)as d1ey shall incur or sus tllrough their own w ftll n neglect Or de 1Ilt respectivcly, and none Ofthem sha be ans verable for the acts, receipts, neglects or dehul of any other Ofthem,or forjoining in any ceipt for the sake of conformi~,or fOr any balnk s or othcr pcrsons ith vho1 any moneys Or emccts fthe Foundation sha"bc1odged Or depOsited for safe custody,or for the insuf ciency or defciency of any security upon hich any1noneys of the Foundation sha be pIaced Out or invested, or for any otIler oss lisfortune or damage vhich 1 ay happcn in the eXecution of their respective ofnces trusts, or in relation thereto, eXcept the sal e sha" happen by or r
thrOugh their o vn v"lfLl neglcct or dcfault rcspectively

69.
l

The FoundatiOn shall11aVc po to purchase and maintain for the Dircctors ofthe Board,the cr

embcrs of the Executivc CounciI, Auditor, Sccreta and other Of ccrs of the FoundatiOn insurance

against any liab"ity to the Foundation Or any Other party in respect Of any neghgence,defauIt,breach Of du~or b ach oftrust lsave for iaud)Ofwhich he ma,/be guil~in relation to the Foundation

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Namcs~Addresscs and Dcscriptions of subscribcrs

(s )RCv A f1ed Joscph Dcignan S J

REV ALFRED JOSEPH DEIGNAN SJ.

RicGi Hal193,PokftIlam Road,

HOng KOng.
Jesuit Priest

(s

GEORGE ZEE CHICHUNG

)GeOrge Zee Chi Chung

College, an

J )

56 VatrcrlOO Road,Ko lOon,Hong KOng.

Jcsuit Pricst

`h

Datcd the27th day of(Dctobe 2004. WITNEsS to the above signature of Rev.Alied Joseph Deignan S.J, (

)LAM WAI MING

Solicitor,Hong Kong SAR

Woo,KWAN,LEE&Lo
sohcitors 27th Floor.Jafdine House,

1Connaught Place,Central,

Hong Kong
Dated thc28th day Of octobe 2004 ITNEss to the above sign ure Of George Zee Chi Chung ~

(M)LAM VAI MING

Solicito Solicitors

Woo,K NN,LEE&Lo

Hong Kong SAR

27th Floo1.Jardine House,

l Connaught Place,Central,

Hong Kong

22_

Nanncs,Addrcsscs and Dcscriptions of subscribcrs

(s .)Ng

Chi Sing
)

NG CHIsING(

96Macdonl1e"Road,Birch vood Placc, 35th F oor,Flat A,Mid Lcvcl, Hong Kong. ChiefOperating Omccr

.)Liu chak Van

)

LlU CHAK WAN(

918,Av Amizadc,World Tradc Ccntcr, 12th Floor,Macau. Business Man

Dated thc29th day Of Octobe12004. WITNESS to the above signature ofNg Chi Sing _
(1s

)CHAN
`

KA YIU

Busincss Executive Flat A,12/R,

Pelth Apaltmcllts, 31,PeIth stlcct,
Ko vloon

Dated the29th day of octobe 2004. qTNESS to the above signature of Liu Chak Wan

~
(s

)CHAN KA YIU
,

Business Executive
Flat A,1
Pedh Apartlllents, 31,Pe1th street,
Ko v1oon

-23_

Namcs,Addrcsscs and DCscriptions of Subscribcrs

(S

NG TIN HOISTEPHEN( )
2A Trahlgaf COurt,

)Ng Tin Hoi stcphcn

70Tai Hang Road,HOng Kong COmpany Mal1agcr

(s .)Poon

Fuk Hay

PooN FUK HAY( R)

RoOm2007-2008,Lane Crawford Housc,
70QuCCn s Road Ccntral,Hong Ko11g
Physician

Dated the26th day of octObe

WITNESS to the above signature ofNg Tin Hoi stephcn _

2004

( )LAM

WAI MING

Solicitor,Hong Kong SAR

Woo,KWAN,LEE&Lo.
Solic ors

27th Floo Jardine House,

1Connaught Place,CentraI,

Hong Kong
Datcd the27th day of octobe

2004.

ITNESS to the above signature of Poon Fuk Hay

_
)LAM
Solicito

Hong Kong SAR

WAI MING

Woo,KWAN,LEE&Lo.
so c ors
27tll Floo Jardine House,

1Connaught Placc,Ccntral,

Hong Kong

-24~

Namcs,Addrcsses and Dcscriptions of subscribcrs

(s .)ChCung

H0n Kit
)

CHELlNG HON KlT(

27t11Floo Paul 1Ccntre,

51Hung To Road,Kwun TOng, KO 1oon,Hong Kong~

NtcI

chant

)Kwall Chcuk Yin Wi lial11

KW1 N
26th F oO Jardi11c HOuse,

CHEUK YlN WILLIAM( )

1 (Donnaught PIace,Ccntral,

Hong Ol1g~
So Gitor

Dated the28th day Of(Dctobe

2004

WITNESS tO the above signature ofCheung Hon Kit

~
(ls

:)LAM

WAI MING

Solicitor,Hong Kong SAR

Woo,KWAN,LEE&Lo
Sohcitors
27th Floo J dinc House,

l Connaught Place,Ccntral,

Hong Kong
Dated the28th day of octobc

wImEsst

2004~

the abovc signature Of K van Chcuk Yin V" anl _

(sr(

)LEE KA szE,CARMELo
`

So1icito

Woo,KWAN,LEE&Lo
So citors

Hong Kong SAR

27th Floo Jardine House,

1CollIaaught Place,Central,

Hong I<ong

-25~

Namcs Addrcsscs and DCscriptions of subscribcrs

(s .)Fong

Hup
)

FONG IIUP(
Deep u/atcr Bay,

Housc16,45Island Road,

Hong Kong
AcGOuntant

(s .)Siu

HOi Ping Paul

U HoIPrNG uL( ) FIat B,16th FlOO B1ock2,

Cypress Court,World-Widc Gardcns,

2Lung Pak s cct,

shatin,Nc TcrritOries,

Hong (ong.
allaging D ector

Datcd the28th day of octobe 2004. WITNEsS to the above signature ofFong Hup _
)LAM\ V1 LI MING sol Hong Kong sAR o

Woo,KWAN,LEE&Lo
so c ors

27d1Floor,J dine House,

1Com ught P1ace,Central, Hong Kong

Dated the26th day of octobe 2004. Ess to the above signature of Siu Hoi Ping Pau

u/ IT

_ ( )LAM

WAI MING

solicitor,Hong Kong SAR

Woo,KWAN,LEE&Lo
sohc ors
271F1oor,Jardine House,

1Conmught Place,Central,

Hong Kong

-26_

Namcs,Addrcsscs and Dcscriptions of subscribcrs

(&

TSE KAM MING LAuRENcE

17th Flo0 Ccntre POin1

)Tse Kam Ming Laurcncc

ouccstcr Road,HOng KOng Mcrchant

G

(S.)LOh Sinn Ytlk Jan1es

LoH SbN

YuKJAMEs(
Point,

17t11F Oor.centrc

G1ouccstcr Road,HoI1g KOng. Mcrchant

Dated the27th day of Octobe 2oo4. vrENEss t the ab0ve signature of Tse Kam Laurence ~ ng
)LAM

WAI MING
sAR

Solicito Hong I ong

Woo,KWAN,LEE&Lo.
so citors

27th FIoo Jardine Housc,

1Connaught Place,Central,
Hong I ong

Dated thc27th day of Octobe 2004 WITNEss to thc above signature0f Loh sinn Ytlk James

~
(

)LAM WAI MING

00,KWAN,LEE&LO sohcitors
27th F1o0 Jardinc House,

So cito Hong I ong S' R

l ConnaugI1t Place,central,
Hong I ong

-27_

Namcs,Addrcsscs and Descriptions of subscribcrs

(s )Chung

Ka Lcung CHLlNG KA LEt NG( ) ROOIu809,LcightOn Ccntrc, 77LcightOn Road, Causcway Bay,HOng Kong
ed al DOctOr

WINEss to thc abo c signature ofChung I a Leung _ o )LAM WAI MING Solioto Hong Ko11g sAR

Dated the27tll d0y of octobe 2004

Woo,KWAN,LEE&Lo.
Solicitors

27d1Floo Jardhe House,

1Connaught Place,Cental,

Hong Kong

-28_