No. 55. GREAT BRITAIN. MEMORANDUM OF ASSOCIATION OF THE CHINESE ENGINEERING AND MINING COMPANY, LIMITED. DATED DECEMBER 20, 1900. 1. The name of the Company is "The Chinese Engineering and Mining Company, Limited." 2. The Registered Office of the Company will be situate in England. 3. The objects for which the Company is established are: (a) To enter into and carry into effect, with such modifications (if any) as may be agreed upon, the agreement mentioned in Clause 3 of the Company's Articles of Association: (b) To purchase, take on lease or otherwise acquire any mines, mining rights and metalliferous land in China or elsewhere, and any interest therein, and to explore, work, exercise, develop, and turn to account the same: (c) To carry on the business of colliery owners, coal and coke and metal merchants, iron founders, mechanical engineers and manufacturers of agricultural implements and other machinery, tool-makers, brass-founders, metal-workers, boiler-makers, millwrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, electrical engineers, water supply engineers and gas makers: (d) To carry on any business relating to the winning and working of minerals, the production and working of metals, and the production, manufacture and preparation of any other materials which may be usefully or conveniently combined with the mining or engineering or manufacturing business of the Company, or any contracts undertaken by the Company, and either for the purposes only of such contracts or as an independent business: (e) To undertake and execute any contracts for works involving the supply or use of any machinery, and to carry out any ancillary or other works comprised in such contracts: (f) To buy, sell, manufacture, repair, convert, alter, let on hire and deal in apparatus, machinery, implements, rolling stock and hardware materials and articles of all kinds which shall be capable of being used for the purpose of any business herein mentioned, or likely to be required by customers of any such business: (g) To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market, ore, metal and mineral substances of all kinds, and to carry on any other metallurgical operations which may seem conducive to any of the Company's objects: (h) To construct, execute, carry out, equip, improve, work, develop, administer, manage or control, in China and elsewhere, public or other works, buildings and conveniences of all kinds, which expression in this Memorandum includes roads, railways, tramways, docks, harbours, piers, wharves, canals, bridges, reservoirs, embankments, irrigations, reclamation, improvement, sewage, drainage, sanitary, water, gas, electric light, telephonic, telegraphic and power supply works, and hotels, warehouses, manufactories and mills of all kinds, and public or other buildings, and all other works or conveniences of public or private utility: (i) To build war and merchant ships and other vessels, and to negotiate the building and provision of the same in China and elsewhere by others: (i) To undertake the building of and armament of forts and the provision of arms, guns, armaments and ammunition for the same in China and elsewhere, or to negotiate the undertakings of these works and supplies by others: (k) To undertake the dredging and repair of rivers and navigable and other waterways in China and elsewhere, or to negotiate the undertaking of these works by others: (7) To apply for, purchase, or otherwise acquire any contracts, decrees and concessions for or in relation to the construction, execution, carrying out, equipment, improvement, management, administration or control of public or other works and conveniences, and to undertake, execute, carry out, dispose of or otherwise turn to account the same: (m) To carry on the businesses of cotton, wool and silk spinners and manufacturers, brick, tile, cement and rope manufacturers, oil, flour, rice, cotton and paper millwrights, builders and contractors, engineers, farmers, graziers, brewers, printers, bleachers, dyers, spinners, ship owners, ship builders, merchants, carriers, agents and importers and exporters: (n) To purchase, build, enter into contracts with respect to the building of, take in exchange, charter or otherwise acquire and hold steamships and vessels or craft of every description, or any shares or interests in steamships, vessels or craft, or in their insurance, freights and engagements, and also shares, stocks and securities of any companies possessed of or interested in any ships or vessels, and to maintain, repair, reclass, improve, alter, sell, exchange or let out to hire, or charter, load on commission, mortgage, sell or otherwise deal with. and dispose of any ships, vessels or shares or securities as aforesaid: (0) To apply for, purchase or otherwise acquire any patents, brevets d'invention, licenses, concessions and the like, conferring an exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit this. Company, and to use, exercise, develop, grant licenses in respect of or otherwise turn to account the property, rights and information so acquired: (p) To purchase, hire or otherwise acquire, use, maintain, sell, exchange or otherwise deal with or dispose of and turn to account, all plant, machinery, live and dead stock, implements, stores and materials of every kind requisite for any of the purposes of the Company, and to acquire, by purchase, lease or otherwise, any lands or buildings, real or personal property, easements, rights or privileges which the Company may think suitable or convenient for any purposes of its business: (9) To acquire and carry on all or any part of the business or property, and to undertake any liabilities of any person, firm, association or company possessed of property suitable for any of the purposes of this Company, or carrying on any business which this Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem to the Company calculated directly or indirectly to benefit this Company, and as the consideration for the same to pay cash, or to issue any shares, stocks or obligations of this Company: (r) To transact or carry on all kinds of agency business, and in particular in relation to the loan, transmission or investment of money, the sale of property, and the collection and receipt of money, and to lend money to such persons and on such terms as may seem expedient, and in particular to customers of and persons having dealings with the Company, and to give any guarantee or indemnity as may seem expedient: (s) To promote any other company or companies for the purpose of its or their acquiring or taking over all or any of the property, rights and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company, and to purchase, subscribe for or otherwise acquire, and to hold the shares, stocks or obligations of any company, in the United Kingdom or elsewhere, and upon a distribution of assets or division of profits, to distribute such shares, stocks or obligations amongst the Members of this Company in specie, and generally to distribute among the Members any property of the Company in specie: (t) To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with any business which the Company is authorised to carry on, or calculated to enhance the value of, or render profitable, any of the Company's properties or rights: (u) To borrow or raise or secure the payment of money, and for those purposes to mortgage or charge the undertaking and all or any part of the property and rights of the Company, present or after acquired, including uncalled capital, and to create, issue, make, draw, accept, and negotiate perpetual or redeemable debentures or debenture stock, bonds or other obligations, bills of exchange, promissory notes or other negotiable instruments: () To sell, let, develop, dispose of or otherwise deal with the undertaking, or all or any part of the property of the Company, upon any terms, with power to accept as the consideration any shares, stocks or obligations of any other company: (w) To pay out of the funds of the Company all expenses of or incident to the formation, registration and advertising of or raising money for the Company, and the issue of its capital, including brokerage and commissions for obtaining applications for or placing shares, and to apply at the cost of the Company to Parliament for any extension of the Company's powers: (x) To carry out all or any of the foregoing objects as principals or agents, or in partnership or conjunction with any other person, firm, association or company, and in any part of the world: (y) To procure the Company to be registered or recognised in any foreign country or place, or in any colony or elsewhere: (2) To do all such other things as are incidental or conducive to the attainment of the above objects. 4. The liability of the Members is limited. 5. The capital of the Company is £1,000,000, divided into 1,000,000 shares of £1 each, with power to increase and with power from time to time to issue any shares of the original or new capital with any preference or priority in the payment of dividends or the distribution of assets, or otherwise, over any other shares, whether ordinary or preference, and whether issued or not, and to vary the regulations of the Company as far as necessary to give effect to any such preference or priority, and upon the subdivision of a share to apportion the right to participate in profits in any manner as between the shares resulting from such subdivision. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company, in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names. Names, addresses, and descriptions of subscribers. Number of shares taken by each subscriber. Ernest Pears, 22, Austin Friars, E.C., Secretary. Edmund Ponsonby Tennant, 7, Brookfield Terrace, Walthamstow, Norman Nolckman, 8, Elm Road, Beckenham, Clerk.. Herbert Owen, 76, Bayswater Road, Stoke Newington, Gentleman Dated the 20th day of December, 1900. Witness to the above Signatures THOMAS WINTER, One. One. One. One. One. One. One. Clerk to Messrs. Ashurst, Morris, Crisp & Co., Solicitors, |