Declaration of Interest /

Approve Accounts Board

Resolutions

[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)

RESOLUTIONS IN WRITING OF ALL THE DIRECTORS OF THE COMPANY

PASSED PURSUANT TO ARTICLE [
]
OF
THE
ARTICLES
OF
ASSOCIATION OF THE COMPANY

1.

DIRECTORS INTERESTS IN TRANSACTIONS / CONTRACTS

NOTED THAT the company will enter into the following transactions with [name of
companies] in which [name of director] has interests:Nature of transaction(s)

Amount

NOTED THAT [ name of director] has previously declared his interests in the
transactions.
RESOLVED THAT the aforementioned transactions be approved and accepted.

2.

AUDITED FINANCIAL STATEMENTS AND DIRECTORS REPORT

There have been produced for the reference of the directors the Companys audited
financial statements for the year ended [
] and a directors report.
NOTED THAT the audited financial statements as produced were approved and signed
by [
] and [
] as directors on behalf of the board on [
].
FURTHER NOTED THAT the directors report as produced was approved and
signed by [
] on behalf of the board on [
].
RESOLVED THAT the signing of the audited financial statements and directors
report be and are hereby approved and accepted.

3.

ANNUAL GENERAL MEETING

RESOLVED THAT the annual general meeting be convened and held at [
] on
[date] at [time] and that the notice for convening the meeting be issued accordingly.

Dated this

day of

, 2010.

______________________________
Name
The information contained in this document is for general purposes only.
Independent legal advice should be obtained if necessary.

Notice to Board Meeting

[COMPANY NAME]
NOTICE is hereby given that a directors meeting of the company will be held at [
on [
] at [
] for the following purposes:-

(a)

To ..

(b)

To ..

By Order of the Board

Director/Secretary

Dated

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Board Minutes

[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)

MINUTES OF THE MEETING OF DIRECTORS OF THE COMPANY HELD AT [ ]

ON [ ] AT [ ]

PRESENT
[List directors present]
CHAIRMAN
[

] was the chairman of the meeting.

NOTICE AND QUORUM

The notice convening the meeting was taken as read. The chairman declared that a quorum of
directors was present at the meeting.
.

END OF MEETING
This concluded the business of the meeting.

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

AGM Members
Resolutions

[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)
RESOLUTIONS IN WRITING OF ALL THE MEMBERS OF THE COMPANY IN
LIEU OF THE [
] ANNUAL GENERAL MEETING PURSUANT TO SECTIONS
111(6) AND 116B OF THE COMPANIES ORDINANCE

1.

REPORTS AND AUDITED FINANCIAL STATEMENTS

NOTED THAT the audited financial statements of the Company for the year ended [
] together with the directors and independent auditors reports
thereon have been sent to the members of the Company pursuant to Section 111(6) of
the Companies Ordinance.
RESOLVED THAT the audited financial statements of the Company for the year
ended [
] together with the directors and independent auditors
reports thereon be and are hereby accepted and adopted.

2.

DIRECTORS
NOTED THAT there being no rotational provisions in the Companys Articles of
Association, all the existing directors continue in office.

3.

AUDITORS
RESOLVED THAT [
], being eligible and having offered
themselves for re-appointment, be and is hereby re-appointed as auditors of the
Company to hold office until the conclusion of the next annual general meeting or the
date on which the members written resolutions in lieu of such an annual general
meeting are passed, at a fee to be agreed with the directors.

4.

NOTICE TO AUDITORS
NOTED THAT the Companys Auditors, [
], had been notified
of the contents of these resolutions pursuant to Section 116BA of the Companies
Ordinance.

Dated this

day of

______________________________
Name

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Amendment of M&A
Members Resolutions

[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)
RESOLUTIONS IN WRITING OF THE MEMBERS OF THE COMPANY PASSED
PURSUANT TO SECTION 116B OF THE COMPANIES ORDINANCE

SPECIAL RESOLUTION AMENDMENT

ARTICLES OF ASSOCIATION

TO

MEMORANDUM

&

RESOLVED THAT the following resolution be passed as a Special Resolution of the

Company:
"That the objects clause of the Companys Memorandum and Articles of Association be
amended by changing Clause 3(a) of the Memorandum of Association as follows:
3.

The objects for which the Foundation is established are:

(a) To establish, maintain and/or manage a non-profit making school or schools in
Hong Kong and to establish, maintain and/or manage, on a non-profit making
basis, a school or schools in Greater China.

We, the undersigned, being all the members of the Company, pursuant to Sections 116 and
116B of the Companies Ordinance, hereby give our consent to and approval of the above
written resolutions.

[Name
Dated:

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Adoption of new M&A

Members Resolutions

[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)

RESOLUTIONS IN WRITING OF THE SOLE MEMBER OF THE COMPANY

PASSED PURSUANT TO SECTION 116B OF THE COMPANIES ORDINANCE

1.

ADOPTION OF NEW ARTICLES OF ASSOCIATION

RESOLVED AS A SPECIAL RESOLUTION THAT the regulations contained in
the attached printed document, which for the purpose of identification marked #
and signed by a director of the Company, be and are hereby approved and adopted as
the new Articles of Association of the Company, in substitution for, and to the
exclusion of, the existing Articles of Association of the Company.

2.

NOTICE TO AUDITOR
NOTED THAT the Companys auditor, [
], had been notified
of the contents of this resolution pursuant to section 116BA of the Companies
Ordinance.

Dated this the

day of

[
Sole Member

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Change of financial year

end Board Resolutions

[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)
RESOLUTION IN WRITING OF THE SOLE DIRECTOR OF THE COMPANY
PURSUANT TO ARTICLE [
] OF THE COMPANYS ARTICLES OF ASSOCIATION

FINANCIAL YEAR END

RESOLVED THAT the financial year end of the Company be fixed on 31st December of
every calendar year.

Dated this the

___________________________
[NAME
]
Sole Director

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Change of company name

Members Resolutions

[COMPANY NAME]
(the Company)
(Incorporated in the Hong Kong SAR with limited liability)
RESOLUTION IN WRITING OF THE SOLE MEMBER OF THE COMPANY
PASSED PURSUANT TO THE COMPANY'S ARTICLES OF ASSOCIATION AND
SECTION 116B OF THE COMPANIES ORDINANCE

CHANGE OF NAME
RESOLVED AS A SPECIAL RESOLUTION THAT subject to the approval of the
Registrar of Companies, the name of the Company be changed from A LIMITED to B
Limited.

Dated this the

____________________________
[NAME]
Sole Member

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Change of directors
Board Resolutions
[COMPANY NAME]
(the Company)
(Incorporated in Hong Kong with limited liability)

RESOLUTIONS IN WRITING OF ALL THE DIRECTORS OF THE COMPANY

PURSUANT TO ARTICLE [
] OF THE COMPANYS ARTICLES OF
ASSOCIATION

RESIGNATION OF DIRECTORS
NOTED THAT two letters of resignation have been received from [
] resigning as directors of the Company with effect from [
RESOLVED THAT the resignation of [
Company be and is hereby approved and accepted.

] and [

] and [
].
] as directors of the

APPOINTMENT OF DIRECTORS
RESOLVED THAT [
] and [
the Company with effect from [
].

Dated this the

] be and are hereby appointed as directors of

day of

[Name]
Director

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Appointment of Auditor
Members Resolutions
[COMPANY NAME]

(the Company)
(Incorporated in Hong Kong with limited liability)

RESOLUTION IN WRITING OF THE SOLE MEMBER OF THE COMPANY PASSED

PURSUANT TO SECTION 116B OF THE COMPANIES ORDINANCE

APPOINTMENT OF AUDITOR
RESOLVED THAT [
] be and is hereby appointed as first auditor
of the Company to hold office until the conclusion of the next annual general meeting or the
date on which the members written resolutions in lieu of such an annual general meeting are
passed, at a fee to be agreed with the director.
OR
RESOLVED THAT [
] be and is hereby appointed as auditor of the
Company to fill the casual vacancy caused by the resignation of [
], and to
hold office until the conclusion of the next annual general meeting or the date on which the
members written resolutions in lieu of such an annual general meeting are passed, at a fee to
be agreed with the director.

Dated this

[Name
Sole Member

day of

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.

Appointment of Auditor
Special notice
To : The Board of Directors
[Company Name]
[Company address]

Dear Sirs
We, the undersigned, being a member of the company as of [
],
hereby
give
special notice pursuant to sections 116C and 132(1) of the Companies Ordinance, Chapter 32,
of our intention to propose the following resolution to be passed as an ordinary resolution at
the [ ] annual general meeting of the company or at its adjournment or on the date which
the members written resolutions in lieu of such an annual general meeting are passed:THAT [
], who were appointed as auditors of the
company to fill the casual vacancy caused by the resignation of [
], be reappointed auditors of the company, to hold
office until the conclusion of the next annual general meeting or the date on
which the members written resolutions in lieu of such an annual general meeting
are passed, at a fee to be arranged with the directors.

Yours faithfully

Name
As Member

The information contained in this document is for general purposes only.

Independent legal advice should be obtained if necessary.