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1. Interpretation: Defines key terms used throughout the articles and sets rules for interpretation
2. Company Name: States the company name and any restrictions on name change
3. Registered Office: Specifies the location of the registered office in Hong Kong
4. Company Type and Liability: Declares company type (private/public) and nature of member liability (limited by shares/guarantee)
5. Share Capital and Rights: Details the share capital structure, classes of shares, and associated rights
6. Share Certificates and Transfers: Procedures for issuing certificates and transferring shares
7. General Meetings: Rules for conducting shareholder meetings, including notice requirements and procedures
8. Voting Rights: Specifies voting procedures and rights of shareholders
9. Directors: Appointment, removal, powers, and duties of directors
10. Company Secretary: Requirements and duties of the company secretary
11. Dividends and Reserves: Procedures for declaring dividends and maintaining reserves
12. Accounts and Audit: Requirements for maintaining accounts and conducting audits
13. Notices: Methods and requirements for giving notices to members
14. Winding Up: Procedures for voluntary winding up and distribution of assets
1. Pre-emptive Rights: Optional provisions giving existing shareholders first right to purchase new shares - typically used in private companies
2. Tag-Along Rights: Minority shareholder protection allowing them to join in sale of majority shares - useful for companies with significant shareholders
3. Drag-Along Rights: Allows majority shareholders to force minority shareholders to join in sale - useful for exit planning
4. Share Buy-back: Procedures for company purchasing its own shares - optional but common in private companies
5. Alternate Directors: Provisions for appointing alternate directors - useful for international companies
6. Electronic Communications: Provisions for electronic notices and meetings - recommended for modern companies
7. Class Rights: Detailed provisions for different share classes - needed only if multiple share classes exist
8. Conflicts of Interest: Detailed procedures for handling director conflicts - recommended for larger companies
9. Borrowing Powers: Specific provisions regarding company's power to borrow - useful for companies planning to raise debt
1. Schedule 1: Share Capital Table: Details of initial share capital allocation and share classes
2. Schedule 2: First Directors: List of first directors and their details
3. Schedule 3: Reserved Matters: List of decisions requiring special approval
4. Schedule 4: Share Transfer Form: Template form for share transfers
5. Appendix A: Proxy Form: Standard form for appointing proxies for general meetings
6. Appendix B: Board Resolution Templates: Standard templates for common board resolutions
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