Memorandum and Articles of Association - Li Ning

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The Companies Law (Revised)Company Limited by SharesARTICLES OF ASSOCIATIONOFLI NING COMPANY LIMITED李寧有限公司(Adopted pursuant to written resolutions passed on 5 June 2004)
INDEXSUBJECTArticle No.Table A 1Interpretation 2Share Capital 3Alteration Of Capital 4-7Share Rights 8-9Variation Of Rights 10-11Shares 12-15Share Certificates 16-21Lien 22-24Calls On Shares 25-33Forfeiture Of Shares 34-42Register Of Members 43-44Record Dates 45Transfer Of Shares 46-51Transmission Of Shares 52-54Untraceable Members 55General Meetings 56-58Notice Of General Meetings 59-60Proceedings At General Meetings 61-65Voting 66-77Proxies 78-83Corporations Acting By Representatives 84Written Resolutions Of Members 85Board Of Directors 86Retirement Of Directors 87-88Disqualification Of Directors 89Executive Directors 90-91Alternate Directors 92-95Directors’ Fees And Expenses 96-99Directors’ Interests 100-103General Powers Of The Directors 104-109Borrowing Powers 110-113Proceedings Of The Directors 114-123Managers 124-126Officers 127-130Register of Directors and Officers 131Minutes 132Seal 133Authentication Of Documents 134Destruction Of Documents 135Dividends And Other Payments 136-145
Page 3 and 4: Certified A True CopyCodan Trust Co
Page 5: We, the undersigned, are desirous o
Page 9 and 10: - 1 -INTERPRETATIONTABLE A1. The Re
Page 11 and 12: - 3 -"Seal"common seal or any one o
Page 13 and 14: - 5 -(4) No share shall be issued t
Page 16 and 17: - 8 -14. Except as required by law,
Page 18 and 19: - 10 -24. The net proceeds of the s
Page 20 and 21: - 12 -37. Any share so forfeited sh
Page 22 and 23: - 14 -TRANSFER OF SHARES46. Subject
Page 24 and 25: - 16 -54. A person becoming entitle
Page 26 and 27: - 18 -(b)in the case of any other m
Page 28 and 29: - 20 -VOTING66. Subject to any spec
Page 30 and 31: - 22 -76. (1) No Member shall, unle
Page 32 and 33: - 24 -(2) If a clearing house (or i
Page 34 and 35: - 26 -DISQUALIFICATION OF DIRECTORS
Page 36 and 37: - 28 -DIRECTORS' FEES AND EXPENSES9
Page 38 and 39: - 30 -(b)he is to be regarded as in
Page 40 and 41: - 32 -GENERAL POWERS OF THE DIRECTO
Page 42 and 43: - 34 -109. (1) The Board may establ
Page 44 and 45: - 36 -120. (1) The Board may delega
Page 46 and 47: - 38 -REGISTER OF DIRECTORS AND OFF
Page 48 and 49: - 40 -and it shall conclusively be
Page 50 and 51: - 42 -144. Whenever the Board or th
Page 52 and 53: - 44 -(2) (a) The shares allotted p
Page 54 and 55: - 46 -148. The Board may settle, as
Page 56 and 57:
- 48 -(4) A certificate or report b
Page 58 and 59:
- 50 -160. The statement of income
Page 60 and 61:
- 52 -SIGNATURES164. For the purpos
Page 62:
- 54 -INFORMATION169. No Member sha
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Memorandum and Articles of Association - Li Ning

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