TECHCOMP (HOLDINGS) BYE-LAWS OF
Techcomp (Holdings) Limited
(as approved by a Special Resolution
at a special general meeting passed on 23 March 2016 with effect from 28 March 2016)
Appleby
2206-19 Jardine House
1 Connaught Place Central
Hong Kong
PRELIMINARY 2
SHARES, WARRANTS AND MODIFICATION OF RIGHTS 6
SHARES AND INCREASE OF CAPITAL 8
REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES 11
LIEN 12
CALLS ON SHARES 13
TRANSFER OF SHARES 15
TRANSMISSION OF SHARES 17
FORFEITURE OF SHARES 18
ALTERATION OF CAPITAL 20
GENERAL MEETINGS 21
PROCEEDINGS AT GENERAL MEETINGS 23
VOTES OF SHAREHOLDERS 25
PROXIES AND CORPORATE REPRESENTATIVES 26
REGISTERED OFFICE 30
BOARD OF DIRECTORS 30
APPOINTMENT AND RETIREMENT OF DIRECTORS 34
BORROWING POWERS 35
MANAGING DIRECTORS, ETC 36
MANAGEMENT 37
MANAGERS 38
CHAIRMAN AND OTHER OFFICERS 38
PROCEEDINGS OF THE DIRECTORS 38
MINUTES 41
SECRETARY 42
GENERAL MANAGEMENT AND USE OF THE SEAL 42
AUTHENTICATION OF DOCUMENTS 44
CAPITALISATION OF RESERVES 45
DIVIDENDS, CONTRIBUTED SURPLUS AND RESERVES 46
DISTRIBUTION OF REALISED CAPITAL PROFITS 52
ANNUAL RETURNS 52
ACCOUNTS 52
AUDITORS 54
NOTICES 55
WINDING-UP 57
INDEMNITY 57
UNTRACEABLE SHAREHOLDERS 58
DESTRUCTION OF DOCUMENTS 59
RESIDENT REPRESENTATIVE 60
MAINTENANCE OF RECORDS 60
SUBSCRIPTION RIGHT RESERVE 61
RECORD DATES 63
THE STOCK 64
INFORMATION 64
BYE-LAWS
(As approved by a Special Resolution at a special general meeting passed on 23 March 2016 with effect from 28 March 2016)
OF
1. (A) The marginal notes to these Bye-Laws shall not be deemed to be part of these Bye-Laws and shall not affect their interpretation and, in the interpretation of these Bye-Laws, unless there be something in the subject or context inconsistent therewith:
Marginal Notes
"appointed newspaper" shall have the meaning as defined in the Companies Act;
Definitions
"address" shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Bye-Laws;
"associate(s)" shall have the meaning attributed to it in the rules of the relevant Designated Stock Exchange;
HKLR App.3
para.4(1)
"Auditors" shall mean the persons for the time being performing the duties of that office;
"Bermuda" shall mean the Islands of Bermuda;
"the Board" shall mean the board of directors of the Company as constituted from time to time or (as the context may require) the majority of Directors present and voting at a meeting of the Directors at which a quorum is present;
"these Bye-Laws" or "these presents" shall mean these Bye-Laws in their present form and all supplementary, amended or substituted Bye- Laws for the time being in force;
"call" shall include any instalment of a call;
"capital" shall mean the share capital from time to time of the Company;
"clear days", in relation to a notice and/or a meeting shall mean a period of days exclusive of the day on which it is served or deemed to be served and of the day for which it is given or scheduled to occur;
"clearing house" shall mean a clearing house recognised by the relevant
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Designated Stock Exchange;
"the Chairman" shall mean the Chairman presiding at any meeting of shareholders or of the Board;
"the Companies Act" shall mean the Companies Act 1981 of Bermuda as may from time to time be amended;
"the Company" or "this Company" shall mean Techcomp (Holdings) Limited which was incorporated in Bermuda on the 26 January 2004;
"corporate representative" shall mean any person appointed to act in that capacity pursuant to Bye-law 86;
"debenture" and "debenture holder" shall respectively include "debenture stock" and "debenture stockholder";
"depositor", "Depository" and "Depository Register" shall have meanings ascribed to them respectively in the Singapore Companies Securities and Futures Act;
"Designated Stock Exchange" shall mean the Singapore Exchange Securities Trading Limited and/or The Stock Exchange of Hong Kong Limited and/or and other stock exchange(s) which the shares of the Company are listed and quoted on, and where the context requires and where it is applicable;
"Director" shall mean a director of the Company and shall include an alternate director;
"dividend" shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues, if not inconsistent with the subject or context;
"electronic" shall mean relating to technology having electrical, digital, magnetic, wireless, optical electromagnetic or similar capabilities and such other meanings as given to it in the Electronic Transactions Act 1999 of Bermuda as may be amended from time to time;
"full financial statements" shall mean the financial statements that are required under section 87(1) of the Companies Act as may be amended from time to time;
"Head Office" shall mean such office of the Company as the Directors may from time to time determine to be the principal office of the Company;
"HK Companies Ordinance" shall mean the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) or may from time to time
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Techcomp (Holdings) Limited issued this content on 07 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 April 2016 09:47:12 UTC
Original Document: http://www.techcomp.com.hk/PressRelease/20160407 AmendmentToBye-Laws.pdf
